TOWERPOINT TWPA0047679 | PAGE 1
March 25, 2024
City of Gonzales CA ("Landlord")
PO Box 647
Gonzales, CA 93926
Re: Letter of Intent to Purchase Interest in Wireless Site ("LOI") Dear Ms. Carmen Gil,
In consideration of ten dollars ($10), the receipt and sufficiency of which is hereby acknowledged, your signature below grants to TowerPoint Acquisitions, LLC and its successors and assigns (including its asset holding company TPA VI, LLC) ("TowerPoint") exclusivity to purchase your interest in the Lease(s) ("Lease(s)" as further described in Exhibit A) through an assignment of the Lease and the grant of an underlying telecommunications easement pursuant to the terms herein (the "Transaction"). TowerPoint may close on the Transaction no later than fourteen (14) days after the Closing Contingencies listed in Exhibit A are met. The basic terms of the transaction are as follows:
PURCHASE PRICE $1,500,000.00
LEGAL STRUCTURE Telecommunications Easement
TERM LENGTH 99 Years
Plo
REVENUE SHARING ew Tenant Rent: 5048 in favor of Landlord (New Tenant Rent will be generated from tenants collocation on available space acro e water-tower structure and from an additional 500 sq ft of ground space outside the existing Lease area • Purchase Price shall be pro-rated at closing based on interim monthly or annual rent payments with TowerPoint retaining from the Purchase Price rent paid by the tenant for any period of time from and after the date of Closing. • Landlord shall only retain rent checks from Tenant for pro-rated periods and during the rent redirection period!.
TowerPoint pays for due diligence costs, the title insurance policy, and standard closing costs. Each party bears its own legal expenses. •
Landlord pays transfer/stamp or other tax (if any) and recording fees.
From the date you execute this LOI through the date which is thirty (30) days from the date the Closing Contingencies are met, you agree not to directly or indirectly solicit, initiate or participate in any discussions or negotiations with, or encourage or respond to any inquiries or proposals by. any persons, company or group other than TowerPoint concerning your Lease. You agree to promptly notify TowerPoint if any person, company or group seeks to initiate any discussions regarding your Lease. You further agree to work in good faith with TowerPoint to close this Transaction.
The terms of this LOl are confidential and may not be disclosed without the prior written consent of TowerPoint, except to professionals engaged to evaluate and conduct the Transaction on your behalf. You acknowledge that TowerPoint has given you no tax or legal advice in To the extent the terms of this LOI represent an offer by TowerPoint, the terms herein are subject to change by TowerPoint after April 15, 2024 if this LOl is not mutually executed. TowerPoint reserves the right to change the terms of this LOl following expiration.
Sincerely. Accepted and Agreed:
TowerPoint Acquisitions, LLC City of Gonzales CA
Jesse M. Weliner, Chief Executive Officer
March 25, 2024 Landlord's Signature Date
Print Name:
Title:
Tenants delay rent redirection from the Landlord to TowerPoint by several months while the closing documents are recorded and the redirection s processed. Therefore, the Settlement Statement will show a rent credit to TowerPoint in the amount of the two (2) months following closing. 1170 Peachtree St NE, Suite 1650, Atlanta, GA 30309 | towerpoint.com | Ph: 678.775.0360 | F: 678.775.0361
TOWERPOINT
TWPA0047679 | PAGE 2
Exhibit A
Site Location and Lease Terms
Site Location: 700 5th St, Gonzales, California 93926
Wireless Tenants Current Rent Rent Payment Escalation Escalation Date of Next Frequency (CPI,% or $) Frequency Escalation
Verizor $3.021.69 Monthly 3% Annual 01/01/2025
T-Mobile $2,999.22 Monthly CPI Annual 05/01/2024
Pricing is based on the Lease Terms above and is subject to confirmatory due diligence of the Lease Terms.
Closing Contingencies
1. receipt of the due diligence items listed in Exhibit B;
2. receipt of a title commitment from TitleVest Agency, LLC (a subsidiary of First American Title Insurance Company) as the escrow/closing agent showing title clear of any liens, encumbrances, outstanding taxes which are otherwise due and payable, or other unsatisfied title closing requirements necessary for an insured closing with marketable title;
3. your approval of the Easement Agreement in a mutually agreeable form; proper documentation of the Lease and rents, including your affirmation that you have not received any written or verbal notice of termination, modification or other correspondence from the tenant related to the Lease:
compliance with any tenant right of first refusal or consent requirement, if applicable, related to Landlord's assignment of the
5. Lease; and
6. TowerPoint's desktop environmental database search returns a determination of "Low" or "Moderate" risk.
Initial
Here:
1170 Peachtree St NE, Suite 1650, Allanta, GA 30309 | towerpoint.com | Ph: 678.775.0360 | F: 678.775.0361 TOWERPOINT TWPA0047679 | PAGE 3
Exhibit B
Required Due Diligence Items
1. Executed Lease including any and all Amendments thereto (as well as any lease commencement letters, notices, or other correspondence regarding the Lease
2. Proof of Rent Payments under the Lease (minimum of 3 months received in the last 6 months); e.g.: copies of rent checks/stubs and/or direct deposit statements.
3. Completed Landlord Request for Information (RFl) attached hereto as Exhibit C.
4. Landlord's comments or Landlord's counsel's comments, if any, to the Easement Agreement ("Easement) to be provided under separate cover (to be finalized in a mutually agreeable Easement) or return the Easement with each page initialed showing approval of the form Easement.
5. If an existing mortgage is in place on the property: A Mortgage Statement and Lender contact information for obtaining a non-disturbance agreement from Lender (required only if the property is encumbered by a Mortgage, Deed of Trust, Line of Credit or similar instrument).
6. Legal entity organizational documents (including any Amendments thereto) showing proof of authority, as applicable below, for all entities owning an interest in the Property:
Corporations LLOS General Partnership Ltd. Partnerships Condo Assoc's Coop Corp (i.e.: Trust Housing Co-op)
Articles of Articles of Certificate of Certificate of Condominium Articles of Incorporation Organization Partnership Incorporation Trust Agreement Limited Partnership Declaration
Signed Corporate Signed Operating Signed General Signed Limited Signed Partnership Partnership Condominium Signed Corporate
Bylaws Agreement BylawsR Certificate of Trust
Agreement Agreement Bylaws
Within 10 days of signing this LOI, I agree to provide to TowerPoint the Required Due Diligence Items listed above to facilitate a timely close under the terms of this LOI.
Initial
Here:
Exhibit C
1170 Peachtree St NE, Suite 1650, Atlanta, GA 30309 | towerpoint.com | Ph: 678.775.0360 | F: 678.775.0361
TOWERPOINT
TWPA0047679 | PAGE 4
Landlord Request for Information
EIN for Landlord (if an entity):
If Landlord is a natural person, then please circle marital status: Single or Married (Please note: if Landlord is a natural person, we will collect their taxpayer identification number prior to closing to include in the closing documents.) Access Contact for Site Inspection Attorney Contact Information Name: Name:
Title: Phone:
Phone: Email:
Mobile Phone:
Email:
Mortgage/Line of Credit (if none, please indicate below) Please check here if there is no mortgage and no line of credit:
Primary Mortgage Secondary Mortgage (if applicable)
Lender Name: Lender Name:
Lender Contact: Lender Contact:
Lender Contact Lender Contact
Title: Title:
Phone:
Line of Credit
Lender Name:
Lender Contact:
Lender Contact
Title:
Phone:
Fax:
Email:
Submitted by: Cullen Ka, Ph: +18583559695, Email: [email protected] 1170 Peachtree St NE, Suite 1650, Ailanta, GA 30309 | towerpoint.com | Ph: 678.775.0360 | F: 678.775.0361