Exhibit 10.1

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

Execution Version

PURCHASE AND SALE AGREEMENT

BY AND AMONG

COMMNET WIRELESS, LLC,

THE OTHER COMMNET PARTIES THAT ARE PARTY HERETO,

EACH SALE SITE SUBSIDIARY THAT BECOMES A PARTY HERETO,

AND

EIP Holdings IV, LLC

DATED AS OF FEBRUARY 11, 2026

TABLE OF CONTENTS

Page

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 11, 2026 (the “Signing Date”), is by and among: (i) Commnet Wireless, LLC, a Delaware limited liability company (“Commnet”), Alloy, Inc., a Delaware corporation (“Alloy”), Arizona Nevada Tower Company, LLC, a Nevada limited liability company, Commnet Four Corners, LLC, a Delaware limited liability company (“Commnet Four Corners”), Commnet of Arizona, LLC, a Delaware limited liability company, Commnet of Nevada, LLC, a Delaware limited liability company, Excomm, LLC, a Delaware limited liability company, and Mora Valley Wireless, LLC, a Delaware limited liability company (collectively with Commnet and Alloy, the “Commnet Parties” and, individually, each a “Commnet Party”); (ii) EIP Holdings IV, LLC, a Delaware limited liability company (“Buyer”); and (iii) subject to the terms of a Joinder Agreement, each Sale Site Subsidiary that becomes a party to this Agreement in accordance with the terms hereto. Each Commnet Party, Buyer, and each Sale Site Subsidiary may be referred to, individually, as a “Party” and, collectively, as the “Parties”.

RECITALS

AGREEMENT

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Article I.
DEFINITIONS

“Access Agreement” means the Early Access Agreement, dated as of September 15,  2025, by and between the Commnet Parties and Parent.

“Accounts Payable” means, with respect to a Sale Site, all Liabilities arising out of the operation, use or occupancy of the Included Property of such Sale Site, as of immediately prior to the Initial Site Closing Date or, for purposes of Section 5.12(a), the date specified therein.

“Accounts Receivable” means, with respect to a Sale Site, all receivables arising out of the operation, use or occupancy of the Included Property of such Sale Site, as of immediately prior to the Initial Site Closing Date or, for purposes of Section 5.12(b), the date specified therein.

“Acquisition Proposal” has the meaning set forth in Section 7.18.

“Affiliate” (and, with a correlative meaning, “Affiliated”) means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used in this definition, “control” means the beneficial ownership (as such term is defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the voting interests of the Person. Prior to the any Closing, the Sale Site Subsidiary formed for such Closing is an Affiliate of Commnet, and after any Closing, the Sale Site Subsidiary formed for such Closing is an Affiliate of Buyer.

“Agreement” has the meaning set forth in the Preamble and shall include, except where the context otherwise requires, all of the attached Schedules and Exhibits, the Commnet Disclosure Schedule, and the Buyer Disclosure Schedule.

“Allocated Site Consideration” means, for each Portfolio Site, the amount set forth under the heading “Allocated Site Consideration” with respect to such Portfolio Site on the Portfolio Site Information List, subject to adjustment as set forth in Section 2.8 and 2.9. Prior to giving effect to any adjustments under Section 2.8 and 2.9, the aggregate Allocation Site Consideration for all Portfolio Sites equals the Consideration Base Amount.

“Allocation Methodology” has the meaning set forth in Section 2.11(d).

“Assignable Site” has the meaning set forth in Section 4.1. At any point in time, a Portfolio Site is either an Assignable Site, a Managed Site, a Deferred Site, or an Excluded Site.

“AT&T” means AT&T Corp. and its successors and permitted assigns.

“AT&T Bifurcated License Agreements” means AT&T/Buyer Bifurcated License Agreements and the AT&T/Commnet Bifurcated License Agreements.

“AT&T/Buyer Bifurcated License Agreements” means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which the Sale Site Subsidiaries are a party, as tenant.

“AT&T/Commnet Bifurcated License Agreements” means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which Commnet is a party, as tenant.

“AT&T Build Agreements” means (i) the Network Build and Maintenance Agreement, dated as of July 31, 2019 (including the related Build Addendum and the Maintenance Addendum), by and between Commnet and AT&T Mobility (on behalf of itself and its Affiliates) (as amended by: (A) the First Amendment, dated as of August 6, 2020; (B) the Second Amendment, dated as of May 4, 2021; (C) the Third Amendment, dated as of December 31, 2021; (D) the Fourth Amendment, dated as of December 21, 2023; and (E) the Fifth Amendment, dated as of March 4, 2025); and (ii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“AT&T License Agreements” means (i) the Master License Agreement, dated as of July 31, 2019, by and between Commnet (on its own behalf and on behalf of its Affiliates) and AT&T (on its own behalf and on behalf of its Affiliates) (as amended by Amendment No. 1, dated as of October 21, 2021); (ii) each Site License (as defined therein) and (iii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“AT&T Mobility” means AT&T Mobility LLC and its successors and permitted assigns.

“AT&T Services Agreements” means: (i) the Cell Site Backhaul Services Master Agreement, dated as of July 31, 2019, by and between Commnet (on its own behalf and on behalf of its Affiliates) and AT&T (on its own behalf and on behalf of its Affiliates) (as amended by: (A) Addendum No. 1, executed by Commnet on October 1, 2020 and by AT&T on October 5, 2020 (as amended by Amendment No. 1, executed by Commnet on November 8, 2023 and by AT&T on November 15, 2023, and Amendment No. 2, executed by Commnet on October 10, 2023 and by AT&T on October 25, 2023); and (B) Addendum No. 2, executed by Commnet on October 10, 2023, and executed by AT&T on October 25, 2023); (ii) the Network Build and Maintenance Agreement, dated as of July 31, 2019, by and between Commnet (on behalf of itself and its Affiliates) and AT&T Mobility (on behalf of itself and its Affiliates); and (iii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“AT&T FirstNet Space Site” means a Portfolio Site identified as a “AT&T FirstNet Space Site” on the Portfolio Site Information List.

“Authorization” means, with respect to any Sale Site or Deferred Site, each consent, approval or waiver from, or a notice to or filing with, any Governmental Authority or other Person (including, if applicable, a Consent from or Notice to the Ground Lessor under the Ground Lease for such Sale Site or Deferred Site or the counterparty to any applicable Collocation Agreement), if any, required in order to consummate the transactions contemplated by this Agreement.

“Backhaul Services” means the transport of signals utilizing point-to-point microwave radio links consisting of radios, antennas and transmission lines.

“Backlog Collocation Agreement” means a Collocation Agreement under which the Tower Subtenant has not commenced the payment of rent to Commnet, each as set forth on Schedule 3 hereto, which Schedule 3 also lists the applicable Portfolio Site, the applicable Tower Subtenant, the amount of the monthly collocation base rent (excluding any reimbursements, utilities, or other similar amounts), and whether the Backlog Collocation Agreement is a Firm Backlog Collocation Agreement or a Prospective Backlog Collocation Agreement.

“Bankruptcy” means, as to any Person, a proceeding, whether voluntary or involuntary, under the federal bankruptcy Laws, a foreclosure, an assignment for the benefit of creditors, trusteeship, conservatorship or other proceeding or transaction arising out of the insolvency of a Person or any of its Affiliates or involving the complete or partial exercise of a creditor’s rights or remedies in respect of payment upon a breach or default in respect of any obligation, or any similar proceeding under state Law.

“Base Ground Rent” means, for any Short Term/No Ground Lease Site, the annualized monthly base ground rent (excluding any reimbursements, utilities, or other similar amounts) required to be paid by the applicable Commnet Party under the applicable Ground Lease, which amount is listed under the column “Monthly Base Ground Rent” set forth in the Portfolio Site Information List for such Portfolio Site.

“Books and Records” means, with respect to each Sale Site, copies of any books, files, and records in the possession or under the control of any Commnet Group Member to the extent exclusively relating to the Included Property of such Sale Site or the operation of such Sale Site in respect of the Collocation Operations (including any TIA Assessments and Structural Analyses) or, to the extent not so exclusively related, appropriate extracts thereof, in all cases with respect to periods prior to the Initial Site Closing, including financial, operating and other data related to the Sale Sites, and copies of rent checks or rent statements for the periods covered by the representations and warranties in Sections 5.12(a) and 5.12(b); provided, however, that “Books and Records” shall not include the portion of any document, book, file, or record that (a) is covered by the attorney-client privilege or (b) the disclosure of which is prohibited by Law; and provided, further, that, if expressly requested by Buyer in writing, Commnet will use commercially reasonable efforts (without incurring any out of pocket costs or expenses that are not reimbursed by Buyer) to obtain any required consents and take such other actions (such as entry into a joint defense agreement or other arrangement to avoid loss of privilege) to permit the disclosure of such document, book, file, or record.

“Business Day” means any day other than a Saturday, a Sunday, a federal holiday, or any other day on which banks in the Commonwealth of Massachusetts or the Commonwealth of Pennsylvania are authorized or obligated by Law to close.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Bring Down Certificate” has the meaning set forth in Section 8.3(c).

“Buyer Disclosure Schedule” means the disclosure schedule delivered by Buyer to Commnet prior to the execution and delivery of this Agreement and which is attached to and part of this Agreement.

“Buyer Indemnified Parties” means Buyer and each of its Affiliates (including, following any Closing, the Sale Site Subsidiary formed in connection with such Closing), together with its and their respective equity holders, members, managers, officers, directors, agents and Representatives.

“Buyer Material Adverse Effect” means any state of facts, change, effect, condition, development, event or occurrence that is, or could be reasonably expected to become, materially adverse to the assets, financial condition or results of operations of Buyer and its Affiliates, taken as a whole; provided, however, that no adverse change or event to the extent arising directly or indirectly from or otherwise relating directly or indirectly to any of the following shall be deemed either alone or in combination to constitute, and no such adverse change or event shall be taken into account in determining whether there has been or could reasonably be expected to become, a Buyer Material Adverse Effect: (a) changes to the wireless communications industry in the United States generally or the communications tower ownership, operation, leasing, management and construction business in the United States generally; (b) the announcement or disclosure of the transactions contemplated by this Agreement; (c) general economic, regulatory or political conditions in the United States or changes or developments in the financial or securities markets; (d) changes in GAAP or its application; (e) acts of war, military action, armed hostilities or acts of terrorism; (f) changes in Law; (g) any facts, change, effect, condition, development, event or occurrence relating directly or indirectly to COVID-19 or any other virus or pandemic or quarantine; or (h) the taking of any action by any Person which is required to be taken pursuant to the terms of this Agreement, unless any of the facts, changes, effects, conditions, developments, or occurrences set forth in clauses (a), (c) or (e) hereof materially and disproportionately impacts or affects Buyer and its Affiliates, taken as a whole, as compared to other participants in the industries and businesses in which Buyer and its Affiliates operate.

“Cap” has the meaning set forth in Section 9.5(a).

“Carrier Managed Services” shall mean the provision by Commnet and/or its Affiliates of services to one or more carriers of bundled or stand alone tower maintenance, operation, and/or Backhaul Services, but in each case, excluding the leasing of space to third party tenants.

“Casualty Event” means, with respect to any Portfolio Site, any force majeure or other casualty event that occurs prior to the Initial Site Closing Date, including any of the following: (a) acts of God; (b) flood, fire, earthquake, hurricane, tropical storm or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; and (d) a national or regional emergency.

“Casualty Site” means a Portfolio Site with respect to which physical damage by way of a Casualty Event has been suffered prior to the Initial Site Closing Date and either: (i) such Portfolio Site is identified as being a Casualty Site on the Signing Site Designation List or, in accordance with the definition of Open Diligence Site, is identified as a Casualty Site on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site; or (ii) (A) such Portfolio Site becomes a Casualty Site on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Portfolio Site is identified as a Casualty Site on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Casualty Site exceed the Remediation Cost Threshold.

“Chosen Courts” has the meaning set forth in Section 11.2(a).

“Claims” means any claims, demands, assessments, actions, suits, damages, obligations, fines, penalties, liabilities, losses, adjustments, Taxes, costs and expenses (including reasonable fees and expenses of attorneys and other appropriate professional advisors).

“Closing” means the Initial Closing and each Subsequent Closing (including the Final Subsequent Closing), as applicable.

“Closing Date” means, with respect to a particular Closing, the date on which such Closing occurs.

“Closing Site Designation List” has the meaning set forth in Section 3.1(b).

“Closing Statement” has the meaning set forth in Section 2.2(a).

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral Agreements” means the following documents: (a) the MLAs; (b) the Management Agreement; (c) the Transition Services Agreement; (d) each Transfer Agreement; (e) the SLAs and Memorandum of SLAs; (f) the Confidentiality Agreement; (g) each Sale Site Subsidiary Certification of Formation; (h) each Sale Site Subsidiary LLC Agreement; (i) each Sale Site Subsidiary Interests Assignment and Assumption; (j) the State Specific Deeds; (k) each Joinder Agreement; (l) the Access Agreement; (m) the Deposit Agreement; and (n) any other agreements, certificates, and documents entered into in connection with the transactions contemplated by this Agreement or the Collateral Agreements, in each case, as the same may be amended, modified, and supplemented from time to time.

“Collocation Agreement” means any Contract between or among any of the Commnet Parties, as a landlord, tenant, or in another similar capacity, on the one hand, and a third Person, as a tenant, lessee, or in another similar capacity, on the other hand, pursuant to which such Commnet Party rents or licenses to such third Person space at any Sale Site (including, to the extent applicable, space on a Tower), including all amendments, modifications, supplements, assignments, and guaranties related thereto as in effect from time to time prior to the Initial Closing; it being understood that in the case of a Site that is subject to a Master Collocation Agreement, the Collocation Agreement shall be the applicable site lease agreement (or similar agreement) (including any rights, interests, and provisions incorporated therein); provided, however, that, for the avoidance of doubt, Collocation Agreements: (i) exclude the AT&T Build Agreements, the AT&T License Agreements (other than the AT&T/Buyer Bifurcated License Agreements), the AT&T Services Agreements, the NSB Agreement, the NSB Option Agreement, the SPP Agreement, the SPP Option Agreement, and the Verizon Agreements; and (ii) include the AT&T/Buyer Bifurcated License Agreements. Utility and power-sharing agreements between any Commnet Party and a third Person are not Collocation Agreements.

“Collocation Operations” means the operations of the Commnet Group Members of: (a) marketing available capacity at any Sale Site by the Commnet Group Members on their own behalf; (b) administering the Collocation Agreements; and (c) managing (as to compliance with the terms of any applicable Ground Lease, Collocation Agreement, or Law) the use and occupancy of the Sale Sites by: (i) the Commnet Group Members and (ii) the Tower Subtenants. Collocation Operations does not include the provision of wireless or wireline voice, video, internet, data, Backhaul Services, or any other communications, broadcast, or telecommunications services.

“Commnet” has the meaning set forth in the Preamble.

“Commnet Bring Down Certificate” has the meaning set forth in Section 8.2(c).

“Commnet Change of Control” means any of the following events: (a) a merger or consolidation of a Commnet Party with an unaffiliated third party that results in the voting securities of such Commnet Party outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger or consolidation; (b) a transaction or series of related transactions in which an unaffiliated third party becomes the direct or indirect beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of any Commnet Party; or (c) the sale or other transfer to an unaffiliated third party of all or substantially all of any Commnet Party’s and any of their Affiliates’ assets to which this Agreement relates provided, however, that, notwithstanding the foregoing, in any event, a Commnet Change of Control shall not be deemed to have occurred as a result of any transaction or series of related transactions that result in a change in the holder(s) of a majority of the combined voting power of the outstanding securities of ATN International, Inc., a Delaware corporation.

“Commnet Collocation Space” means, with respect to any given Sale Site subject to the MLA(s) or the Management Agreement, the ground, tower, or other space (including any Commnet Ground Space) that is Leased or occupied by the applicable Commnet Tenant(s) pursuant to the MLA(s) or the Management Agreement, as applicable. For the avoidance of doubt, the Commnet Collocation Space at a given Portfolio Site will consist of the applicable space leased by: (i) Commnet for a NSB Space Site, SPP Space Site, and/or Verizon CMS Space Site; and (ii) Commnet Four Corners for a MW Space Site, FWA Space Site, and/or Ground Space Site; in each case, as designated for such Sale Site on the Portfolio Site Information List. For the avoidance of doubt, a Portfolio Site may: (i) be a NBS Space Site, SPP Space Site, Verizon CMS Space Site, MW Space Site, FWA Space Site, and/or Ground Space Site; or (ii) have no such designation.

“Commnet Communications Equipment” means any Communications Equipment located on Commnet Collocation Space or otherwise at a Portfolio Site that is used, owned, leased, or operated by any Commnet Group Member.

“Commnet Disclosure Schedule” means the disclosure schedule delivered by Commnet to Buyer prior to the execution and delivery of this Agreement and which is attached to and made a part of this Agreement.

“Commnet Ground Space” means the ground space leased or to be leased by applicable Commnet Tenant under the applicable MLA(s) and, with respect to any Sale Site, the SLA for such Sale Site.

“Commnet Group” means, collectively, Commnet and its Affiliates.

“Commnet Group Member” means a member of the Commnet Group.

“Commnet Improvements” means, as to any Sale Site, the Improvements owned by any Commnet Group Member and located at such Sale Site and that are required by any Commnet Group Member to provide wireless or wireline voice, video, internet, data, Backhaul Services, or any other communications, broadcast, or telecommunications services as opposed to being an owner and operator of the applicable Sale Site and permitted to remain on the Sale Site pursuant to any applicable Collateral Agreements with Buyer, each Sale Site Subsidiary, or their respective Affiliates.

“Commnet Indemnified Parties” means Commnet and each of its Affiliates, together with its and their respective equity holders, members, managers, officers, directors, agents and Representatives.

“Commnet Markets” means each State in which a Portfolio Site is located.

“Commnet Material Adverse Effect” means any state of facts, change, effect, condition, development, event, or occurrence that is, or could be reasonably expected to become, individually or in the aggregate, materially adverse to the assets, financial condition or results of operations of the Included Property of the Sale Sites taken as a whole; provided, however, that no adverse change or event to the extent arising directly or indirectly from or otherwise relating directly or indirectly to any of the following shall be deemed either alone or in combination to constitute, and no such adverse change or event shall be taken into account in determining whether there has been or could reasonably be expected to become, an Commnet Material Adverse Effect: (a) changes to the wireless communications industry in the United States generally or the communications tower ownership, operation, leasing, management and construction business in the United States generally; (b) the announcement or disclosure of the transactions contemplated by this Agreement; (c) general economic, regulatory or political conditions in the United States or changes or developments in the financial or securities markets; (d) changes in GAAP or its application; (e) acts of war, military action, armed hostilities or acts of terrorism; (f) changes in Law; (g) any facts, change, effect, condition, development, event or occurrence relating directly or indirectly to COVID-19 or any other virus or pandemic or quarantine; or (h) the taking of any action by any Person which is required to be taken pursuant to the terms of this Agreement, unless any of the facts, changes, effects, conditions, developments, or occurrences set forth in clauses (a), (c) or (e) hereof materially and disproportionately impacts or affects Included Property of the Sale Sites, taken as a whole, as compared to other similar portfolios of communications towers.

“Commnet Party” has the meaning set forth in the Preamble.

“Commnet Tenant” means, with respect to the Commnet Collocation Space to be leased by Commnet or Commnet Four Corners under each MLA: (i) Commnet for the Portfolio Sites that are designated as a NSB Space Site, SPP Space Site, or Verizon CMS Space Site on the Portfolio Site Information List; and (ii) Commnet Four Corners for the Portfolio Sites that are designated as a MW Space Site, FWA Space Site, or Ground Space Site on the Portfolio Site Information List.

“Communications Equipment” means, as to any Sale Site, all equipment now or hereafter installed at any portion of the Sale Site with respect to a Tower Subtenant, for the provision of current or future communication services, including voice, video, cable, broadcast television, internet and other data services (including Backhaul Services), and any other services. Such equipment shall include, among other things, the Excluded Backhaul Assets, switches, antennas, including microwave antennas, panels, fiber, backboards, conduits, flexible transmission lines, cables, radios, amplifiers, filters, interconnect transmission equipment and all associated software and hardware, and will include any modifications, replacements and upgrades to such equipment.

“Competing Facilities” shall mean any communications towers or similar facilities that host antennas to transmit and receive radio frequency signals within a one (1) mile radius of any Sale Site other than any towers or similar facilities: (A) that are owned or operated by Commnet or any of its Affiliates as of the Initial Closing Date; (B) for which Commnet or any of its Affiliates have a Contract to construct, manage, or replace as of the Signing Date and which are identified on Schedule 7.19 hereto; (C) that are utilized by Commnet and its Affiliates solely for: (1) use as a fixed wireless broadband operator; (2) the use of providing Backhaul Services for their own use or to third-parties; or (3) the use of providing Carrier Managed Services, (D) for which Buyer and its Affiliates do not offer or have the ability and capacity to timely provide the space needed at any such Sale Site by Commnet or its Affiliates on terms that are no less favorable than provided to the Commnet Group Members under the MLAs, (E) that are Under Construction Sites or To Be Built Sites, or (F) that are no longer deemed to be “Competing Facilities” pursuant to Section 7.19(d).

“Confidentiality Agreement” means the Nondisclosure Agreement, dated as of May 17, 2024, by and between ATN International, Inc. and Buyer.

“Confirmatory Assignments” has the meaning set forth in Section 2.6(c).

“Consent” means a Consent Agreement executed by the counterparty to which such Consent Agreement was directed without substantive change thereto, unless such change is approved in writing by Commnet and Buyer.

“Consent Agreement” means an agreement provided to a counterparty to a Ground Lease or a Collocation Agreement substantially in the form of Exhibit J hereto.

“Consideration” means: (i) with respect to the Initial Closing, an amount equal to the aggregate amount of the Allocated Site Consideration for all Sale Sites included in the Initial Closing, subject to adjustments as set forth in Section 2.8; (ii) with respect to each Subsequent Closing, an amount equal to the aggregate amount of the Allocated Site Consideration for all Sale Sites for which such Subsequent Closing is the Initial Site Closing, subject to adjustments as set forth in Section 2.8; and (iii) without duplication, any amounts otherwise payable to Commnet or Buyer under Section 2.8.

“Consideration Base Amount” means an amount equal to $[***].

“Contracts” means contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Corrective Assignment” has the meaning set forth in Section 2.6(d).

“Data Room” means, collectively, those folders of the electronic data rooms hosted by Datasite that were established by Commnet under the name “Project Catapult” for the transactions contemplated by this Agreement that contain the documents and data to which Buyer or any of its Representatives had access as of the Initial Closing and all documents and data that were in the folders of such electronic data rooms at any time on or subsequent to the date on which Buyer or any of its Representatives first obtained access to the folders of such electronic data rooms.

“De Minimis Claim” has the meaning set forth in Section 9.5(a).

“Deferred Site” means any Portfolio Site that would otherwise be a Managed Site at the Initial Site Closing for such Managed Site and (i) has been designated as a Deferred Site by Commnet prior to such Initial Site Closing for such Managed Site in accordance with Section 4.3 or otherwise in accordance with this Agreement; or (ii) unless otherwise agreed to by the Parties in writing, is a To Be Built Site. At any point in time, a Portfolio Site is either an Assignable Site, a Managed Site, a Deferred Site, or an Excluded Site.

“Deposit Agent” means Fifth Third Bank, National Association.

“Deposit Amount” means an amount equal to $[***], together with all interest or income, if any, earned thereon.

“Deposit Agreement” has the meaning set forth in paragraph C of the Recitals.

“Direct Claim” has the meaning set forth in Section 9.3(c).

“Direct Claim Notice” has the meaning set forth in Section 9.3(c).

“Environmental Law” means any federal, state or local statute, Law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning protection of the environment, human health, or workplace health and safety as may now or at any time hereafter be in effect, including but not limited to the following, as amended or replaced, and all regulations promulgated under or in connection therewith: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”); The Clean Air Act; The Clean Water Act; The Toxic Substances Control Act of 1976; The Solid Waste Disposal Act; Federal Insecticide, Fungicide, and Rodenticide Act; The Emergency Planning and Community Right-to-Know Act; The Hazardous Materials Transportation Act; and The Occupational Safety and Health Act of 1970.

“Environmental Report” means any Phase I or Phase II conducted in accordance with Section 7.10 or the Access Agreement.

“Environmental Site” means any Portfolio Site where there exists any condition at such Portfolio Site that requires any environmental investigation, remediation, removal, abatement, sampling, or monitoring under any Environmental Law regulating, relating to, or imposing liability concerning any Hazardous Materials (including any Environmental Law relating to lead-based paint on a Tower) as may now be in effect or which may become in effect prior to the Initial Site Closing Date for such Portfolio Site; and in any such case: (i) such Portfolio Site is identified as being an Environmental Site on the Signing Site Designation List or, in accordance with the definition of Open Diligence Site, is identified as an Environmental Site on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site; or (ii) (A) such Portfolio Site becomes an Environmental Site on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Portfolio Site is identified as an Environmental Site on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Environmental Site exceed the Remediation Cost Threshold.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means all assets of any Commnet Group Member (including Accounts Receivable, the Excluded Backhaul Assets, the AT&T Build Agreements, the AT&T License Agreements (other than the AT&T/Buyer Bifurcated License Agreements), the AT&T Services Agreement, the NSB Agreement, the NSB Option Agreement (including the “Acquired Network Assets” subject thereto), the SPP Agreement, the SPP Option Agreement (including the “Acquired Network Assets” subject thereto), and the Verizon Agreements (including the “Vendor Network” and the “Vendor RAN”, each as defined in Section 2.1 of the Verizon Master Agreement)) other than the Included Property applicable to the Sale Sites, and the Shared Facilities (as defined in the AT&T Bifurcated License Agreements).

“Excluded Backhaul Assets” means any and all right, title, and interest of the Commnet Group Members in the equipment and other property relating to the provision of Backhaul Services at any of the Portfolio Sites, including Backhaul Services related routers, switches, fiber rings, and battery backup systems, and all other related equipment and property, whether located on Commnet Ground Space or otherwise.

“Excluded Liabilities” means all Liabilities of the Commnet Parties other than Post-Closing Liabilities, Pre-Closing Liabilities, and any Liability for Taxes.

“Excluded Site” means, at any time of determination, any Portfolio Site designated as or deemed to be an Excluded Site in accordance with this Agreement or that is returned to the applicable Commnet Party after the Initial Site Closing Date in accordance with this Agreement. At any point in time, a Portfolio Site is either an Assignable Site, a Managed Site, a Deferred Site, or an Excluded Site.

“Excluded Site Collocation Payments” means, with respect to any Excluded Site, any amounts received by Buyer, any Sale Site Subsidiary, or any of their respective Affiliates or assigns from and after the Initial Site Closing Date with respect to such Excluded Site (including any payments received by Buyer, any Sale Site Subsidiary, or any of their respective Affiliates or assigns from and after the Initial Site Closing Date under this Agreement, any Collateral Agreement, or any Collocation Agreement for such Excluded Site).

“Excluded Ground Lease Payments” means, with respect to any Excluded Site, any amounts relating to such Excluded Site that are paid by Buyer, any Sale Site Subsidiary, or any of their respective Affiliates or assigns from and after the Initial Site Closing Date for such Excluded Site.

“Expected Remediation Costs” means, with respect to any Portfolio Site that would otherwise be subject to one or more Managed Site Conditions, the reasonably expected costs and expenses necessary to cure such Managed Site Conditions as mutually agreed to in writing by Commnet and Buyer; provided, however, that Expected Remediation Costs exclude any amounts required to be paid to cause a Lien (other than a Permitted Lien) securing Indebtedness of the Commnet Parties to be terminated.

“FAA” means the United States Federal Aviation Administration or any successor federal Governmental Authority performing a similar function.

“FCC” means the United States Federal Communications Commission or any successor federal Governmental Authority performing a similar function.

“FCC ASR Database” has the meaning set forth in Section 7.4(e).

“Final Subsequent Closing” means has the meaning set forth in Section 2.7(a).

“Final Subsequent Closing Date” has the meaning set forth in Section 4.2(a).

“Final Subsequent Closing Date Deadline” means the date that is ten (10) Business Days prior to the Final Subsequent Closing Date.

“Financial Independent Consultant” means BDO USA PC or such other accounting firm or consulting firm as Commnet and Buyer may mutually agree upon in writing.

“Financial Independent Consultant Proration Report” has the meaning set forth in Section 2.9(b).

“Firm Backlog Collocation Agreement” means a Backlog Collocation Agreement where the Tower Subtenant is Verizon and for which the applicable Commnet Tenant enters into the applicable MLA(s) for the corresponding space prior to the time that Verizon commences paying rent under such Backlog Collocation Agreement.

“FWA Space Sites” means the Portfolio Sites that are identified as a “FWA Space Site” on the Portfolio Site Information List.

“GAAP” means generally accepted accounting principles in the United States, consistently applied.

“Governmental Approvals” means all licenses, permits, franchises, certifications, waivers, variances, registrations, consents, approvals, qualifications, determinations, notices, and other authorizations to, from, or with any Governmental Authority.

“Governmental Authority” means, with respect to any Person or any Sale Site or other property, any federal, territorial, state, tribal or local governmental authority, administrative body, quasi-governmental authority, court, government or self-regulatory organization, commission, board, administrative hearing body, arbitration panel, tribunal or any regulatory, administrative, or other agency, or any political or other subdivision, department, or branch of any of the foregoing, in each case having jurisdiction over such Person or such Sale Site or other property.

“Ground Lease” means, as to any Leased Site, the ground lease, sublease, or any easement, license, marketing or development right, co-marketing or co-development right, or other Contract or document pursuant to which the applicable Commnet Party holds a leasehold or subleasehold interest, leasehold or subleasehold estate, easement, license, sublicense, marketing or development right, co-marketing or co-development right, or other interest in such Leased Site, together with any extensions of the term thereof (whether by exercise of any right or option contained therein or by execution of a new ground lease or other instrument providing for the use of such Leased Site), and including all amendments, modifications, supplements, assignments, and guarantees related thereto as in effect from time to time prior to the applicable Closing Date for such Leased Site.

“Ground Lessor” means, as to any Leased Site, the “lessor”, “sublessor”, “landlord”, “licensor”, “sublicensor” or similar Person under the related Ground Lease.

“Ground Lessor Estoppel” means an estoppel agreement from the Ground Lessor under a Ground Lease for the benefit of the applicable Commnet Party, its successors, and permitted assigns (including any applicable Sale Site Subsidiary), in form and substance reasonably satisfactory to Commnet and Buyer.

“Ground Lessor Mortgage” means any mortgage, deed of trust, or similar Lien encumbering the interest of a Ground Lessor that is superior to the interest of the applicable Commnet Party in a Leased Site and that exists prior to the Initial Site Closing Date for such Leased Site.

“Ground Space Sites” means the Portfolio Sites that are identified as a “Ground Space Site” on the Portfolio Site Information List.

“Hazardous Material” or “Hazardous Materials” means and includes (1) petroleum products, flammable explosives, radioactive materials, asbestos or any material containing asbestos, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-based paint, or (2) any hazardous or toxic waste, substance, or material, in each case, defined as such (or any similar term) or regulated by, in or for the purposes of Environmental Laws, including but not limited to Section 101(14) of CERCLA.

“HSR Act” means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended.

“Improvements”, means, as to each Sale Site: (i) one or more equipment pads or raised platforms capable of accommodating exterior cabinets or equipment shelters, huts or buildings, electrical service and access for the placement and servicing of Tower Subtenant Improvements; (ii) buildings, huts, equipment shelters or exterior cabinets; (iii) batteries, generators and associated fuel tanks or any other substances, products, materials or equipment used to provide backup power; (iv) grounding rings; (v) fencing; (vi) signage; (vii) connections for telephone service or utility service up to the meter; (viii) hardware constituting a Tower platform to hold Tower Subtenant Communications Equipment; (ix) access road improvements; (x) common shelters, if any; (xi) all marking/lighting systems and light monitoring devices; and (xii) such other equipment, alterations, replacements, modifications, additions and improvements as may be installed on or made to all or any component of a Sale Site (including the Land and the Tower). Notwithstanding the foregoing, Improvements do not include Communications Equipment or any Towers.

“Included Property” means, with respect to each Sale Site: (a) the Land related to such Sale Site (including the applicable interest in any Ground Lease); (b) the Tower located on such Sale Site; (c) the related Improvements (excluding: (i) any generators that are located within Shared Facilities (as defined in in the AT&T License Agreements) and any generators that are not used solely for the operation of the Tower itself in the normal and ordinary course of business, (ii) Commnet Improvements, and (iii) any Improvements owned by a Tower Subtenant), the related Material Agreements, and the Tower Related Assets with respect to such Sale Site; but excluding, in each case of (a), (b) and (c), all Tower Subtenant Communications Equipment, and other Excluded Assets.

“Indebtedness” means: (a) all liabilities for borrowed money, whether current or funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes, or similar instruments, and all liabilities in respect of mandatorily redeemable or purchasable capital stock or securities convertible into capital stock; (b) all liabilities for the reimbursement of any obligor on any letter of credit, banker’s acceptance, or similar credit transaction (other than Tower Bonds); (c) all accrued and unpaid interest on any of the obligations referred to in clauses (a) and (b) above; and (d) all liabilities as guarantor, surety, obligor or otherwise of obligations of any other Person of a type described in clauses (a) through (c) above.

“Indemnified Party” has the meaning set forth in Section 9.3(a).

“Indemnified Taxes” means, without duplication, (a) Taxes (other than Taxes subject to the second sentence of Section 2.11(a)) of the Commnet Parties for any taxable period (including for the avoidance of doubt, Net Income Taxes imposed or borne under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract or otherwise); (b) any Taxes allocable to the Commnet Parties under Section 2.11(a); (c) the Commnet Parties’ share of any Transfer Taxes in accordance with Section 2.11(e); and (d) Taxes relating to or arising from the transactions contemplated by each Transfer Agreement.

“Indemnifying Party” has the meaning set forth in Section 9.3(a).

“Indemnity Period” means the period during which a claim for indemnification may be asserted pursuant to Article IX by an Indemnified Party.

“Initial Closing” has the meaning set forth in Section 2.5(a).

“Initial Closing Date” means the date on which the Initial Closing occurs.

“Initial Sale Site Subsidiary” has the meaning set forth in paragraph D of the Recitals.

“Initial Site Closing” means, with respect to any Portfolio Site, the first Closing where such Portfolio Site becomes a Sale Site (i.e., an Assignable Site or a Managed Site).

“Initial Site Closing Date” means, with respect to any Portfolio Site, the date on which the first Closing occurs in which such Portfolio Site is a Sale Site (i.e., an Assignable Site or a Managed Site).

“Intended Tax Treatment” has the meaning set forth in Section 2.11(d).

“Joinder Agreement” has the meaning set forth in paragraph D of the Recitals.

“Knowledge of Buyer” means the actual knowledge after reasonable investigation of [***] and [[***]]. For purposes of this definition, reasonable investigation shall be deemed satisfied after such individual reviews his or her relevant files and makes inquiry of his or her direct reports who would reasonably be expected to have knowledge of the matter in question.

“Knowledge of the Commnet Parties” means the actual knowledge after reasonable investigation of [***] and [***]. For purposes of this definition, reasonable investigation shall be deemed satisfied after such individual reviews his or her relevant files and makes inquiry of his or her direct reports who would reasonably be expected to have knowledge of the matter in question.

“Land” means, with respect to each Sale Site, the tracts, pieces or parcels of real property underlying such Sale Site, together with all easements, rights of way, and other rights appurtenant thereto.

“Law” means any federal, state, or local law, statute, common law, rule, code, regulation, ordinance or Order of, or issued by, any Governmental Authority.

“Lease” or “Leased” means, with respect to the Included Property of a Sale Site, the act of leasing, subleasing, assigning, transferring, or otherwise granting by the applicable Sale Site Subsidiary to the applicable Commnet Party the right to use such Included Property pursuant to the applicable MLA(s) or the Management Agreement.

“Leased Site” means a Sale Site that is subject to a Ground Lease. Each Leased Site is designated as a “Leased Site” on the Portfolio Site Information List. A Portfolio Site is either a Leased Site or an Owned Site.

“Leased Sites Land” means, with respect to each Leased Site, the Land leased from the Ground Lessor by the applicable Commnet Party or, after the applicable Closing, by the applicable Sale Site Subsidiary.

“Legal Independent Consultant” means an independent law firm or consulting firm that is nationally recognized in the telecommunications industry, as may be mutually agreed upon in writing by the Parties.

“Liabilities” means, with respect to any Person, any and all debts (including interest thereon and any prepayment penalties applicable thereto), obligations, liabilities, and Claims, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, whenever or however arising (including whether arising out of any contract or tort based on negligence or strict liability), and whether or not the same would be required by GAAP to be reflected in such Person’s consolidated financial statements or disclosed in the notes thereto.

“Liens” means, with respect to any asset, any mortgage, lien, pledge, security interest, charge, attachment, encumbrance, claim, equitable interest, option, deed of trust, or encroachment of any kind in respect of such asset.

“Managed Site” means, at any time of determination, any Portfolio Site (other than a Deferred Site or an Excluded Site) that satisfies any of the Managed Site Conditions and that has been designated as a Managed Site on the Signing Site Designation List or in accordance with Section 4.4(a) or otherwise in accordance with this Agreement prior to the applicable Initial Site Closing Date and, at the time of determination, remains subject to any such uncured Managed Site Conditions. At any point in time, a Portfolio Site is either an Assignable Site, a Managed Site, a Deferred Site, or an Excluded Site.

“Managed Site Conditions” has the meaning on Schedule 4.4.

“Management Agreement” has the meaning set forth in paragraph E(3)(D) of the Recitals.

“Master Collocation Agreement” means a Collocation Agreement that permits a Tower Subtenant to occupy space (including on a Tower) at more than one site, which may include sites that are not the subject of the transaction contemplated by this Agreement.

“Material Agreement” means each Ground Lease and Collocation Agreement, in each case, as amended, modified, or supplemented, and all assignments and guarantees related thereto and in effect from time to time.

“Material Site Non-Compliance Issue” means, with respect to any Portfolio Site, that: (a) such Portfolio Site is in non-compliance with applicable Law, including, but not limited to, NEPA or NHPA, in any material respect; (b) such Portfolio Site lacks FCC compliant and operational lighting / monitoring systems; or (c) such Portfolio Site was not constructed in compliance or is not in material compliance with all agreements by and between the Company and any Tower Subtenant, including any AT&T and Verizon Agreement; and in any such case: (i) such Portfolio Site is identified as being subject to a Material Site Non-Compliance Issue on the Signing Site Designation List or, in accordance with the definition of Open Diligence Site, is identified as being subject to a Material Site Non-Compliance Issue Site on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site; or (ii) (A) such Portfolio Site becomes subject to a Material Site Non-Compliance Issue on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Material Site Non-Compliance Issue is identified on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Material Site Non-Compliance Issue exceed the Remediation Cost Threshold.

“Material Site Title Issue” means, with respect to any Portfolio Site: (a) with respect to any Leased Site, that no Commnet Group Member holds a valid and existing leasehold interest in such Leased Site or a valid and existing easement, license, marketing or development right, co-marketing or co-development right, permit or similar agreement or right with respect to such Leased Site or such other valid and existing possessory interest in such Leased Site as of the Initial Site Closing Date; (b) with respect to any Owned Site, that no Commnet Party holds good and marketable fee simple interest in such Owned Site as of the Initial Closing Date; or (c) any other title or related issue disclosed in a Title Report that could adversely impact the use or operation of the Portfolio Site in any material respect; and in any such case: (i) such Portfolio Site is identified as being subject to a Material Site Title Issue on the Signing Site Designation List; or (ii) (A) such Portfolio Site becomes subject to a Material Site Title Issue on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Material Site Title Issue is identified on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Material Site Title Issue exceed the Remediation Cost Threshold.

“Material TIA Issue” means a Portfolio Site or the Included Property thereon requires any safety or material maintenance remediation per a current TIA Assessment (including, but not limited to, non-functioning safety climbs, advanced corrosion, missing or damaged tower components, excessive access road or compound overgrowth, unusable access road, and demand-capacity ratio does not exceed intended load conditions); and, in any such case: (i) such Portfolio Site is identified as being subject to a Material TIA Issue on the Signing Site Designation List or, in accordance with the definition of Open Diligence Site, is identified as being subject to a Material TIA Issue on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site; or (ii) (A) such Portfolio Site becomes subject to a Material TIA Issue on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Material TIA Issue is identified on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Material TIA Issue exceed the Remediation Cost Threshold.

“Memorandum of SLA” means, as to any Sale Site, a Memorandum of SLA in substantially the form attached to the SLA for each MLA.

“MLAs” means the Verizon B2B MLA, the NSB/SPP B2B MLA, and the Other Space MLA.

“Multiple” means [***].

“Multiple Tower Ground Lease” means any Ground Lease applicable to multiple Towers, where at least one of those Towers is located on a Sale Site and at least one of those Towers is not located on a Sale Site.

“MW Space Sites” means the Portfolio Sites that are identified as a “MW Space Site” on the Portfolio Site Information List.

“Names” means, with respect to a Party, collectively, all names, marks, trade names, and trademarks, whether or not registered.

“NEPA” means the National Environmental Policy Act of 1970, as amended.

“Net Amount” means, with respect to an Excluded Site returned to the Commnet Parties in accordance with this Agreement, the sum of the Allocated Site Consideration paid for such Excluded Site (after giving effect to any adjustments under Section 2.8), as adjusted for any Excluded Site Collocation Payments and any Excluded Ground Lease Payments; provided, however, that, if any Sale Site Subsidiary agrees to any increases in the rent or other payments to Ground Lessors (other than increases in the rent or other payments to Ground Lessors necessary to cure the Short Term/No Ground Lease Site Managed Site Condition) prior to the date any Net Amount is paid in accordance with Section 4.5, then the Net Amount shall be calculated assuming the terms of the applicable Ground Lease as of the Initial Site Closing Date for such Excluded Site were in effect through the date of such payment.

“Net Income Tax” means the U.S. federal income Tax imposed by the Code and any state, local, or other Tax that is imposed on, based on, or measured by or with reference to taxable income as defined in the current or any former version of the Code (including any franchise Tax).

“NHPA” means the National Historic Preservation Act of 1966, as amended.

“No Access Site” means a Portfolio Site that is a “No Access Site” in accordance with Section 1.9 of Schedule 4.4.

“Non-Compliant Site” means a Portfolio Site that: (i) is subject to: (a) a Material Site Non-Compliance Issue as of the Initial Site Closing Date; or (b) a Material Site Title Issue as of the Initial Site Closing Date; in each case, and (ii) has been designated as a Non-Compliant Site prior to the Initial Site Closing Date in accordance with this Agreement.

“Non-Disturbance Agreement” means, as to a Ground Lease for a Sale Site that is subject to a Ground Lessor Mortgage, a non-disturbance agreement from the lender with respect to such Ground Lessor Mortgage, in form and substance reasonably satisfactory to Buyer.

“Non-Surviving Representations and Warranties” means the representations and warranties set forth in:

Notwithstanding anything to the contrary in this Agreement or any Collateral Agreement, the Non-Surviving Representations and Warranties with respect to any Sale Site will terminate at, and will not survive, the Initial Site Closing Date for such Sale Site.

“Notice” means a notice provided to a counterparty to a Ground Lease or Collocation Agreement, as applicable, substantially in the form of Exhibit K hereto.

“NSB Agreement” means: (i) the Strategic Build and Network Share Agreement, dated as of January 20, 2023, by and between Commnet and AT&T Mobility; and (ii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“NSB B2B MLA” has the meaning set forth in paragraph E(3)(B) of the Recitals.

“NSB Option Agreement” means: (i) the Option Agreement (3 NSBs (Nevada)), dated as of January 19, 2023, by and between Commnet and New Cingular Wireless PCS, LLC; and (ii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“NSB Space Site” means the Portfolio Sites that are subject to the NSB Agreement and that are designated as a “NSB Space Site” on the Portfolio Site Information List.

“Open Cash Proofs” has the meaning set forth in Section 2.8(e)(iii).

“Open Cash Proof Sites” has the meaning set forth in Section 2.8(e)(iii).

“Open Diligence Site” means a Portfolio Site for which (i) a current Structural Analysis or current TIA Assessment has not been delivered to Buyer prior to the Signing Date and such Portfolio Site is identified as a “Structural/TIA” Open Diligence Site on the Signing Site Designation List; or (ii) Buyer has not been able to complete its due diligence with respect to whether such Portfolio Site is a No Access Site or is subject to other Managed Site Conditions to the extent related to the fact that Buyer could not physically access such Portfolio Site prior to the Signing Date and such Portfolio Site is identified as an “Other” Open Diligence Site on the Signing Site designation List.

“Order” means an administrative, judicial, or regulatory injunction, order, decree, judgment, sanction, award, or writ of any nature of any Governmental Authority.

“Other Space MLA” has the meaning set forth in paragraph E(3)(A) of the Recitals.

“Owned Site” means a Portfolio Site, if any, for which a Commnet Party owns a fee interest in the Land and for which such Commnet Party will execute and deliver an applicable State Specific Deed to the applicable Sale Site Subsidiary at the applicable Closing. Each Owned Site is designated as an “Owned Site” on the Portfolio Site Information List. A Portfolio Site is either a Leased Site or an Owned Site and, for the avoidance of doubt, there may be Portfolio Sites for which a Commnet Party or an Affiliate owns a fee interest in the Land, but are Leased Sites.

“Owned Site Land” means, with respect to an Owned Site, the Land of the Owned Site.

“Parent” means Everest Infrastructure Partners, Inc., a Delaware corporation.

“Party” or “Parties” has the meaning set forth in the Preamble.

“Payoff Letter” means one or more “payoff letters” duly executed by the applicable lender or other obligee: (i) specifying the aggregate amount of Indebtedness (including unpaid principal, accrued and unpaid interest, prepayment penalties, breakage costs and premiums in connection with the repayment thereof), if any, that is secured by a Lien (other than a Permitted Lien) on the right, title, and interest of a Commnet Party in any Included Property of an Assignable Site to be conveyed at, and that will be outstanding as of, a particular Closing, but only to the extent that such lender or other oblige requires such Indebtedness to be paid in order to release such Lien, and (ii) which completely terminates and releases any Liens securing such Indebtedness over any Included Property, together with all applicable UCC termination statements and other documents and endorsements necessary to release such Liens and other security.

“Permitted Liens” means, with respect to any Portfolio Site: (a) any Lien for Property Taxes or similar assessments, governmental charges, or levies that are required under applicable Law to be paid by the Commnet Group Members for such amounts that are not past due or being contested in good faith and, to the extent being contested in good faith, are set forth on Section 5.3 of the Commnet Disclosure Schedule; (b) any Lien of a landlord, laborer, shipper, carrier, warehousemen, mechanic, materialmen, repairmen, and other like Liens imposed by Law for services ordered by the Commnet Group Members for such amounts that are not yet past due or being contested in good faith, to the extent being contested in good faith, are set forth on Section 5.3 of the Commnet Disclosure Schedule and, to the extent applicable in accordance with the definition thereof, are Excluded Liabilities; (c) any easements, rights of public utility companies, rights-of-way, covenants, conditions, licenses, restrictions, reservations of mineral rights (with surface rights being waived), or similar non-monetary encumbrances that do not or could not reasonably be expected to, individually or in the aggregate, materially adversely affect the use or operation of the applicable Sale Site as a communications tower facility; (d) the Collocation Agreements, the Verizon Agreements, and/or any Liens arising out of the Tower Subtenant’s interest in the applicable Portfolio Site; (e) the Ground Leases (to the extent fully disclosed to the Buyer hereunder); (f) agreements with Governmental Authorities related to the construction, use, or operation of a Sale Site; (g) Zoning Laws and all other Laws related to the use and operation of communications towers similar to the Towers; (h) the Collateral Agreements, the NSB Agreement, the NSB Option Agreement, the SPP Agreement, the SPP Option Agreement, and the Verizon Agreements; (i) subject to Article IV, any Lien arising from, or in connection with, any uncured Managed Site Condition; (j) any Lien consented to in a writing specifically identifying the Lien and signed, by Buyer or its Affiliates after the Signing Date or any Lien caused by Buyer or its Affiliates in connection with its due diligence performed pursuant to this Agreement or the Access Agreement; (k) any exclusions from coverage set forth in the jacket of any policy of title insurance issued to the applicable Sale Site Subsidiary (and/or Buyer or any of its Affiliates, as applicable) or any standard printed exceptions; (l) any Lien with respect to a Portfolio Site that relates to the interest of a Person other than the Commnet Group Members (or their respective predecessors in interest) in such Portfolio Site; (m) without limiting the foregoing, such other matters filed in the public real estate records that are not Material Site Title Issues; and (n) any Lien securing Indebtedness of a Commnet Party, but only to the extent that such Lien is terminated at or prior to the Closing in which such Portfolio Site becomes an Assignable Site.

“Person” means any individual, corporation, limited liability company, partnership, association, trust, or any other entity or organization, including a Governmental Authority.

“Portfolio Site Information List” means the list of Portfolio Sites and other information included therein attached as Schedule 1 hereto.

“Portfolio Sites” means the wireless communications sites identified on the Portfolio Site Information List.

“Post-Closing Liabilities” or “Post-Closing Liability” means all Liabilities, to the extent that they arise out of, relate to, or are in connection with the ownership, operation, use, maintenance, or occupancy of the Included Property of a Sale Site at and after the Initial Site Closing Date, for such Sale Site, including all such payment and performance obligations under any Ground Lease (including all Transaction Revenue Sharing Payments) and any Collocation Agreement, in each case, arising at and after the Initial Site Closing Date for such Sale Site, except in each case to the extent taken into account in determining the proration of expenses pursuant to Section 2.9. Post-Closing Liabilities shall also include, with respect to any Sale Site that becomes an Excluded Site after the Initial Site Closing Date, for such Sale Site and is rescinded in accordance with this Agreement, any such Liabilities with respect to periods at and after the Initial Site Closing Date for such Excluded Site and prior to the applicable date of such rescission to the extent caused by the intentional misconduct or gross negligence of Buyer, any Sale Site Subsidiary, or any of their respective Affiliates. Notwithstanding the foregoing, no Taxes, Pre-Closing Liabilities or Liabilities arising from any breach by Commnet of any representation, warranty, covenant or agreement contained in this Agreement or any Collateral Agreement shall be treated as Post-Closing Liabilities.

“Post-Closing Tax Period” means, with respect to any Sale Site and its Initial Closing Date, any taxable period beginning on or after such Initial Closing Date and the portion of any Straddle Period beginning on and including such Initial Closing Date.

“Pre-Closing Claims Deductible” has the meaning set forth in Section 9.5(a).

“Pre-Closing Liabilities” means all Liabilities to the extent that they arise out of, relate to, or are in connection with the ownership, operation, use, maintenance, or occupancy of the Included Property of a Sale Site by the Commnet Parties (whether or not asserted as of or prior to the Initial Closing Date) or any Sale Site Subsidiary with respect to periods prior to the Initial Site Closing Date for such Sale Site, including all Accounts Payable and all payments due under any Ground Lease or Collocation Agreement prior to the Initial Site Closing Date for such Sale Site, except in each case to the extent taken into account in determining the proration of expenses pursuant to Section 2.9. Notwithstanding the foregoing, no Taxes shall be treated as Pre-Closing Liabilities.

“Pre-Closing Tax Period” means, with respect to any Sale Site and its Initial Closing Date, any taxable period ending before such Initial Closing Date and the portion of any Straddle Period ending on and including the day immediately preceding such Initial Closing Date.

“Preferred Backhaul Provider Agreement” has the meaning set forth in paragraph E(5) of the Recitals.

“Previously Recorded Site Documents” has the meaning set forth in Section 2.6(c).

“Property Taxes” means any and all of the following Taxes, assessed or imposed upon, against or with respect to real or personal property, including the Sale Site or any part thereof, or the use and occupancy of real or personal property, including the Sale Site or any part thereof, whether imposed directly by a Governmental Authority or indirectly through any other Persons, and including any penalties, fines, and interest related thereto: (a) real property and personal property ad valorem Taxes; (b) Taxes imposed by any Governmental Authority for improvements or betterments related to the Sale Site; (c) sanitary Taxes, sewer or water Taxes; and (d) any other Tax imposed solely as a result of the use or ownership of real or personal property that is similar to the Taxes described in clauses (a) through (c), however described or labeled.

“Proration Certificate” has the meaning set forth in Section 2.9(b).

“Proration Dispute Resolution Deadline” has the meaning set forth in Section 2.9(a).

“Prospective Backlog Collocation Agreement” means any Backlog Collocation Agreement other than a Firm Backlog Collocation Agreement.

“Remediation Cost Cap” means, with respect to any Portfolio Site, an amount equal to [***] percent ([***]%) of the Allocated Site Consideration for such Portfolio Site.

“Remediation Cost Threshold” means [***] Dollars ($[***]); provided, however, that, notwithstanding the foregoing, for any Portfolio Site that is listed as an Open Diligence Site on the Signing Site Designation List and for which additional Managed Site Conditions are identified by Buyer in accordance with clauses (A) and (B) of the definition of Open Diligence Site, the Remediation Cost Threshold shall be [***] Dollars ($[***]) with respect to any such identified Managed Site Conditions.

“Representations and Warranties Threshold” has the meaning set forth in Section 9.5(a).

“Representatives” means, with respect to a Person, its directors, officers, employees, attorneys, accountants, consultants, bankers, financing sources, financial advisers, and any other professionals or agents acting on behalf of such Person.

“Sale Sites” means, as of any time of determination, the Portfolio Sites that are Assignable Sites and Managed Sites.

“Sale Site Subsidiary” means the Initial Sale Site Subsidiary and each Subsequent Sale Site Subsidiary, as applicable.

“Sale Site Subsidiary Certificate of Formation” has the meaning set forth in Section 2.1.

“Sale Site Subsidiary Interests” means all of the issued and outstanding limited liability company membership interests of the applicable Sale Site Subsidiary.

“Sale Site Subsidiary Interests Assignment and Assumption” has the meaning set forth in paragraph E(4) of the Recitals with respect to each Sale Site Subsidiary.

“Sale Site Subsidiary LLC Agreement” has the meaning set forth in Section 2.1 with respect to each Sale Site Subsidiary.

“Short Term/No Ground Lease Site” means any Portfolio Site for which either: (i) the term for the Ground Lease has expired and is month-to-month, year-to-year, or will expire within twelve (12) months of the Target Initial Closing Date after giving effect to any options to extend such term or amendments to such Ground Lease; or (ii) the applicable Commnet Party has not yet entered into a Ground Lease; and, in each case, such Portfolio Site is designation as a Short Term/No Ground Lease Site on the Signing Site Designation List. Notwithstanding anything to the contrary in this Agreement, any Portfolio Site that is identified as a Short Term/No Ground Lease Site on the Initial Closing Site Designation List will be a Managed Site for each Closing so long as such Portfolio Site otherwise continues to be a Short Term/No Ground Lease Site except that, for purposes of the Final Subsequent Closing, such Portfolio Site will be an Excluded Site if it then continues to be a Short Term/No Ground Lease Site.

“Signing Date” has the meaning set forth in the Preamble.

“Signing Site Designation List” means Schedule 2 hereto.

“Site Designation” means, with respect to any Portfolio Site, the designation of such Portfolio Site into one or more of the following categories of Portfolio Sites: (a) an Assignable Site, a Managed Site, a Deferred Site, or an Excluded Site; (b) if a Managed Site or a Deferred Site, a reference to the specific provision of this Agreement (including the applicable Managed Site Condition(s)) pursuant to which such Portfolio Site has been designated as a Managed Site or a Deferred Site; and (c) if an Excluded Site, a reference to the specific provision of this Agreement pursuant to which such Portfolio Site has been designated as an Excluded Site.

“Site Marketing Agreement” means any contract, agreement or arrangement, whether written or oral, (x) by which any Sale Site or any Included Property is bound or affected or (y) to which any Commnet Party is a party or by which it is bound in connection with any Sale Site or any Included Property, in each case, which would require Buyer to pay any consideration, whether as a fee or revenue sharing, for entering into any Collocation Agreement after the applicable Initial Site Closing.

“SLA” means, as to any Sale Site, a site lease agreement, which is a supplement to each MLA, in substantially the form attached to such MLA.

“Solvent” means, when used with respect to any Person, as of any date of determination: (a) the amount of the “fair value” of the “property” of such Person will, as of such date, exceed the value of all “debts” of such Person, as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors; (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or about to be engaged following such date; and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature.

“Special Zoning Site” means a Portfolio Site that: (a) prior to the Initial Site Closing Date, received a zoning variance, exemption, or other similar Order which permits its current use; (b) would lose such variance, exemption, or other Order if the Included Property of such Portfolio Site were, subject to Section 1.3, to be transferred to the applicable Sale Site Subsidiary in the manner contemplated by this Agreement; and (c) would not lose such variance, exemption, or other similar Order if the Included Property of such Portfolio Site were retained by the applicable Commnet Party and managed by the applicable Sale Site Subsidiary in accordance with the terms of the Management Agreement.

“Specified Representations and Warranties” means the representations and warranties set forth in Sections 5.1 (entitled Organization), Section 5.2(a) (entitled Authority; Enforceability; No Conflicts), Section 5.2(b) (excluding Section 5.2(b)(iii) (entitled Authority; Enforceability; No Conflicts), Section 5.9 (entitled Brokers, Finders, Site Marketing Agreements, Etc.), Section 5.13 (entitled Sale Site Subsidiary Prior to the Applicable Closing), Section 5.14(a) (entitled Organization), Section 5.14(b) (entitled Authority and Enforceability), Section 5.14(c) (other than Section 5.14(c)(iii) (entitled No Conflicts), Section 6.1 (entitled Organization), Section 6.2(a) (entitled Authority; Enforceability; No Conflicts), Section 6.2(b) (other than Section 6.2(b)(iii)) (entitled Authority; Enforceability; No Conflicts), and Section 6.5 (entitled Brokers, Finders, Etc.).

“SPP Agreement” means: (i) the Strategic Build and Network Share Agreement, dated as of January 12, 2024, by and between Commnet and AT&T Mobility; and (ii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“SPP Option Agreement” means: (i) the Option Agreement - SPP, dated as of January 12, 2024, by and between Commnet and New Cingular Wireless PCS, LLC; and (ii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“SPP Space Sites” means the Portfolio Sites that are subject to the SPP Agreement and that are designated as a “SPP Space Site” on the Portfolio Site Information List.

“State Specific Deed” means a deed, in substantially the form attached as Exhibit L hereto, for the state in which the applicable Owned Sites, if any, are located.

“Stipulated Open Cash Proof Amount” has the meaning set forth in Section 2.8(e)(iii).

“Straddle Period” means, with respect to any Sale Site and its Initial Closing Date, any taxable period that includes but does not end on the day immediately preceding such Initial Closing Date. For all purposes of this Agreement, in the case of any Taxes for any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the day before the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period, times a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the day before the applicable Initial Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (ii) in the case of Taxes not described in (i) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the end of the day before the applicable Initial Closing Date (determined by closing the books as of the end of such day).

“Structural Analysis” means a written structural evaluation of a Tower performed by a qualified engineer reasonably acceptable to Buyer of the physical condition and load capacity of each Tower.

“Structurally Sound” means with respect to a Portfolio Site, that the Tower located thereon currently has a passing (<[***]%) Structural Analysis and, if applicable, a third-party post-modification inspection (PMI) report, based on current site-specific structural regulations and site condition, as it relates to both the Tower structure and foundation for the Tower loading configuration shown in the applicable Structural Analysis for the Tower. The [***]% rating assumes the Structural Analysis is run using a stress ratio or max demand capacity ratio of 1.0. If the Structural Analysis is run using a stress ratio or max demand capacity ratio of 1.05, then Structurally Sound will mean a Structural Analysis with Tower or Foundation capacity <[***]%.

“Structurally Unsound” means, with respect to a Portfolio Site, that the Tower is not Structurally Sound and: (i) such Portfolio Site is identified as being Structurally Unsound on the Signing Site Designation List or, in accordance with the definition of Open Diligence Site, is identified as being Structurally Unsound on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site; or (ii) (A) such Portfolio Site becomes Structurally Unsound on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Portfolio Site is identified as Structurally Unsound on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Structurally Unsound issue exceed the Remediation Cost Threshold.

“Structurally Unsound Site” means the Tower at the Portfolio Site is Structurally Unsound.

“Subsequent Closing” has the meaning set forth in Section 2.5(b).

“Subsequent Closing Date” has the meaning set forth in Section 2.7(a).

“Subsequent Sale Site Subsidiary” means any Sale Site Subsidiary formed in accordance with Section 2.1 in connection with a Subsequent Closing.

“Subsidiary” means, with respect to any Person, any other Person: (a) of which at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries; or (b) of which such Person is the general partner.

“Taken” means, as to any Portfolio Site, a condemnation, foreclosure, deed in lieu of foreclosure, or similar proceeding, in each case, that is existing or pending as of the Initial Site Closing Date and involving a Lien or Ground Lessor Mortgage that results in (a) the Tower on such Portfolio Site being unusable as a communications tower, or (b) the ability of the Tower on such Portfolio Site to continue to be usable as a communications tower being materially impaired and the value of such Portfolio Site being materially impaired; and in any such case: (i) such Portfolio Site is identified as being Taken on the Signing Site Designation List; or (ii) (A) such Portfolio Site becomes Taken on or after the Signing Date and prior to the Initial Site Closing Date for such Portfolio Site, (B) such Portfolio Site is identified as Taken on the Closing Site Designation List for the Initial Site Closing Date for such Portfolio Site, and (C) the Expected Remediation Costs to remediate such Taken issue exceed the Remediation Cost Threshold.

“Taken Site” means a Portfolio Site with respect to which a pending or threatened written notice from the holder of an applicable Ground Lessor Mortgage, a Governmental Authority, and/or other Person has been received prior to the Initial Closing Date by a Commnet Party, which if the claims in such notice are determined to be accurate it would cause such Portfolio Site to be Taken.

“Target Initial Closing Date” means the date that is sixty (60) days after the Signing Date, unless such date is not a Business Day, in which case, the Target Initial Closing Date will be the first Business Day after such date.

“Tax” or “Taxes” means any and all impositions, fees (including license, documentation and registration fees), taxes (including income, capital gains, gross receipts, gross margin, ad valorem, excise, value-added, sales, use, transfer, franchise, capital stock, doing business, license, stamp, business and occupation, withholding, employment, escheat, unclaimed property, and payroll tax), Property Taxes, levy or duty, or other charge, assessment, deduction or withholding of any nature whatsoever, together with any fee, assessment, penalty, fine, addition to tax or additional amount with respect to any of the foregoing, and interest on any of the foregoing, in each case imposed by any Governmental Authority (whether imposed directly by a Governmental Authority or indirectly through any other Person, or determined by reference to the Tax liability of another Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, or local Law), as a transferee or successor, by contract or otherwise); provided, however, that Tax does not include any amount assessed as a result of any failure to comply with any Environmental Law.

“Tax Return” means any return, report, statement, schedule, estimate, claim for refund, or other document filed or required to be filed with any Taxing Authority (including any amendment thereof or attachment thereto).

“Taxing Authority” means any Governmental Authority responsible for the imposition or administration of any Tax.

“Termination Date” has the meaning set forth in Section 10.1(b).

“Termination Fee” has the meaning set forth in Section 10.3(a).

“Third Party Claim” has the meaning set forth in Section 9.3(a).

“Third Party Claim Notice” has the meaning set forth in Section 9.3(a).

“TIA” means the Telecommunications Industry Association.

“TIA Assessment” means a written structural evaluation of a Tower performed using appropriately skilled personnel with expertise in telecommunications infrastructure reasonably acceptable to Buyer in accordance with the standards promulgated by the TIA, including the ANSI/TIA-222 standard.

“Title Company” means one or more national title insurance companies (or agents thereof) designated by Buyer.

“Title Policies” has the meaning set forth in Section 7.17.

“Title Policy Affidavit” means an affidavit executed and delivered in accordance with Section 7.17 for a Sale Site, prior to or at the Closing in which such Sale Site becomes an Assignable Site by the Sale Site Subsidiary formed in connection with such Closing, in each case, in substantially the form set forth in Exhibit M hereto.

“Title Report” means a title search, a title insurance commitment, or a title insurance policy.

“To Be Built Site” means those Portfolio Sites identified as a “To Be Built Site” on the Signing Site Designation List where the Commnet Parties have not commenced or completed construction on the Portfolio Site, but construction of such Portfolio Site is expected to be completed prior to the Final Subsequent Closing Date. A To Be Built Site will cease to be a To Be Built Site at such time that construction is complete and such Portfolio Site has passed a Structural Analysis and a current TIA Assessment and, until such time, will be a Deferred Site.

“Tower” or “Towers” means the communications towers, poles, brackets, or other similar support structures (including, by way of example, silos and water towers) for Communications Equipment on the Portfolio Sites from time to time.

“Tower Bonds” means, collectively, any bonds, letters of credit, deposits or other security interests, in each case, relating to the removal of a Tower from a Portfolio Site.

“Tower Related Assets” means, with respect to each Tower at a Portfolio Site: (a) to the extent such rights are assignable or leasable, as the case may be, all rights to any warranties held by a Commnet Party exclusively with respect to such Tower; (b) to the extent such rights are assignable or leasable without Authorization, as the case may be, all rights under any Governmental Approvals (other than Governmental Approvals granted by the FCC or any public utilities commission that are not antenna structure registrations under Part 17 of the FCC rules) held exclusively with respect to the ownership or operation of such Tower (and of the related Sale Site if such Sale Site is an Owned Site), and that are not used by any Commnet Group Member in any part of their respective businesses and operations other than the Collocation Operations; (c) to the extent such rights are sublicensable or grantable (i) without Authorization; or (ii) without otherwise materially diminishing or limiting the rights of, or resulting in increased costs or expenses to, any Commnet Group Member (provided, however, that any cost or expense of sublicensing or granting such right that is reimbursed by Buyer shall not be considered in the determination of increased costs or expenses), as the case may be, a sublicense or other right to use any Governmental Approvals (other than Governmental Approvals granted by the FCC or any public utilities commission that are not antenna structure registrations under Part 17 of the FCC rules) not held exclusively with respect to, but held in part for the benefit of, the ownership or operation of such Tower (and of the related Sale Site if such Sale Site is an Owned Site); and (d) all Books and Records. Tower Related Assets does not include any intellectual property or intangible rights or any Excluded Assets.

“Tower Subtenant” means, as to any Sale Site: (i) any Person that: (a) is a “sublessee”, “licensee”, “sublicensee”, “tenant” or “subtenant” under any Collocation Agreement affecting the right to use available space at such Sale Site (prior to the Initial Closing); or (b) subleases, licenses, sublicenses, or otherwise acquires from the applicable Sale Site Subsidiary the right to use available space at such Sale Site (at or after the Initial Closing); or (ii) with respect to Sale Sites subject to the Verizon Agreements, Verizon.

“Tower Subtenant Communications Equipment” means any Communications Equipment owned or leased by a Tower Subtenant (including any Commnet Communications Equipment and any Communications Equipment of Verizon that is subject to the Verizon Agreements).

“Transaction Revenue Sharing Payment” means any amounts payable, from time to time, to any Ground Lessor, whether as revenue sharing under the terms of any Ground Lease (as in effect on or prior to the Initial Site Closing Date for the applicable Portfolio Site), as percentage rent, as an additional lump sum payment, as a fixed periodic increase in rent or otherwise, in each case resulting from the payment contemplated by Section 2.2(a), the payment of rent contemplated by the MLA(s), or otherwise in accordance with the terms of any Ground Lease.

“Transaction Tax” means all (A) Transfer Taxes, and (B) Taxes imposed on, based on or measured by or with reference to gross income or receipts, in each case imposed with respect to any transaction or payment that is contemplated by this Agreement or any Collateral Agreement.

“Transfer Agreement” has the meaning set forth in paragraph E(1) of the Recitals.

“Transfer Taxes” means all sales, use, license, value added, documentary, stamp, gross receipts, registration, real estate transfer, conveyance, excise, recording, and other similar Taxes and fees, including with respect to the transfer of Assignable Sites to the applicable Sale Site Subsidiary and the transfer of applicable Sale Site Subsidiary Interests to Buyer.

“Transition Services Agreement” has the meaning set forth in paragraph E(3)(E) of the Recitals.

“Treasury Regulations” shall mean any temporary or final regulations promulgated under the Code.

“Under Construction Site" means those Portfolio Sites identified as an “Under Construction Site” on the Signing Site Designation List where either: (i) the Commnet Parties have received a notice to proceed for the Portfolio Site; (ii) there is or will be at the Initial Site Closing Date for such Portfolio Site a Collocation Agreement (including the MLAs) where the duty of the Tower Subtenant (including any Commnet Party) to pay rent has commenced; or (iii) construction has commenced on the Portfolio Site and, in any case, the Commnet Parties have not yet completed construction of such Portfolio Site, but construction of such Portfolio Site is expected to be completed prior to the Final Subsequent Closing Date. An Under Construction Site will cease to be an Under Construction Site at such time that construction is complete and such Portfolio Site has passed a Structural Analysis and a current TIA Assessment and, until such time, may not be an Assignable Site.

“Unindemnified Taxes” shall mean all Taxes other than those for which a Commnet Party is responsible under Section 2.11.

“Verizon” means Cellco Partnership d/b/a Verizon Wireless and its successors and permitted assigns.

“Verizon Agreements” means: (i) the Carrier Managed Services Master Agreement, dated as of May 10, 2023, by and between Commnet (on behalf of itself and its Affiliates) and Verizon (on behalf of itself and its Affiliates) (as amended by Amendment No. 1, dated as of May 10, 2023) (the “Verizon Master Agreement”); (ii) the Master Equipment Lease Agreement, dated as of May 10, 2023, by and between Verizon, as lessor, and Commnet, as lessee; and (iii) any and all related documents, instruments, and agreements executed and delivered in connection with or pursuant to the foregoing from time to time; in each case, as the same may be amended, modified, and supplemented from time to time.

“Verizon B2B MLA” has the meaning set forth in paragraph E(3)(A) of the Recitals.

“Verizon Master Agreement” has the meaning set forth in the definition of Verizon Agreements.

“Verizon CMS Space Sites” means the Portfolio Sites that are subject to the Verizon Agreements and that are designated as a “Verizon CMS Space Sites” on the Portfolio Site Information List.

“Willful and Intentional Breach” means a breach or failure to perform that is a consequence of an act or omission undertaken by the breaching Party with the knowledge that the taking of, or failure to take, such act would, or could reasonably be expected to, cause a breach of this Agreement.

“Zoning Laws” means any zoning, land use or similar Laws, including Laws relating to the use or occupancy of any communications towers or property, building codes, development orders, zoning ordinances, historic preservation laws, and land use regulations.

Article II.
FORMATION OF THE SALE SITE SUBSIDIARIES;
TRANSFER AND CONSIDERATION

Article III.
SITE LISTS; PAYMENT OF CONSIDERATION

Article IV.
PROCEDURES FOR PORTFOLIO SITES

Article V.
REPRESENTATIONS AND WARRANTIES OF THE COMMNET PARTIES

Except for any uncured Managed Site Conditions that are identified in reasonable detail on the Signing Site Designation List or a Closing Site Designation List, as applicable, and except as disclosed in the corresponding sections or subsections of the Commnet Disclosure Schedule (it being agreed that, notwithstanding the foregoing, disclosure of any item in any section of the Commnet Disclosure Schedule shall be deemed disclosure of such item with respect to any other section of the Commnet Disclosure Schedule to the extent that the relevance of such item to such other section is reasonably apparent from the face of such disclosure), each Commnet Party, jointly and severally, represents and warrants to Buyer as of the Signing Date, the Initial Site Closing Date, and each Subsequent Closing, respectively, as follows:

Article VI.
REPRESENTATIONS AND WARRANTIES OF BUYER

Except as disclosed in the corresponding sections or subsections of the Buyer Disclosure Schedule (it being agreed that, notwithstanding the foregoing, disclosure of any item in any section of the Buyer Disclosure Schedule shall be deemed disclosure of such item with respect to any other section of the Buyer Disclosure Schedule to the extent that the relevance of such item to such other section is reasonably apparent from the face of such disclosure), the Buyer Parties represent and warrant to the Commnet Parties as follows:

Article VII.
COVENANTS

Article VIII.
CONDITIONS TO CLOSINGS

Article IX.
INDEMNIFICATION; SURVIVAL

Notwithstanding anything to the contrary in this Agreement, notices for Claims must be delivered before expiration of any applicable survival period specified in this Section 9.4; provided, however, that if prior to the close of business on the last day of the applicable Indemnity Period, an Indemnifying Party has been properly notified of a Claim under this Agreement and such Claim has not been finally resolved or disposed of at such date, such Claim shall continue to survive and shall remain a basis for indemnity under this Agreement until such Claim is finally resolved or disposed of in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any Collateral Agreement, the Non-Surviving Representations and Warranties will terminate at, and will not survive, the Initial Closing.

provided, however, that, the limitations set forth in this Section 9.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party.

Article X.
TERMINATION

Without limiting any other rights of termination available to Commnet, Commnet may elect to terminate this Agreement in accordance with Section 10.1(f) or Section 10.1(g) even if Commnet has a right to terminate this Agreement under another provision of this Section 10.1.

Article XI.
MISCELLANEOUS

* * * Remainder of Page Blank – Signature Page Follows * * *

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of each of the Parties as of the Signing Date.