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SITE OPTION AND LEASE AGREEMENT
<br />This Site Option and Lease Agreement (the "Agreement") is made and effective as of the date the last
<br />Party executes this Agreement (the "Effective Date"), by and between City of Louisville, a Colorado home rule
<br />municipal corporation having a place of business at 749 Main Street, Louisville, Colorado 80027 ("Landlord"), and
<br />DISH Wireless L.L.C., a Colorado limited liability company having a place of business at 9601 S. Meridian Blvd.,
<br />Englewood, Colorado 80112 ("Tenant," and together with Landlord, the "Parties," each a "Party").
<br />WITNESSETH:
<br />1. Definitions
<br />"Affiliate(s)" means, with respect to a Party, any person or entity, directly or indirectly, controlling, controlled
<br />by, or under common control with such Party, in each case for so long as such control continues. For purposes of
<br />this definition, "control" shall mean (i) the ownership, directly or indirectly, or at leastfifty percent (50%) of either:
<br />(a) the voting rights attached to issued voting shares; or (b) the power to elect fifty percent (50%) of the directors
<br />of such entity, or (ii) the ability to direct the actions of the entity. Notwithstanding the preceding, for purposes of
<br />this Agreement, EchoStar Corporation and its direct and indirect subsidiaries shall not be deemed to be "Affiliates"
<br />of Tenant unless after the Effective Date any such entity qualifies as a direct or indirect subsidiary of DISH Network
<br />Corporation.
<br />"Applicable Law" means any applicable federal, state or local act, law, statute, ordinance, building code, rule,
<br />regulation or permit, or any order, judgment, consent or approval of any Governmental Authority having
<br />jurisdiction over the Parties or this Agreement. Without limiting the foregoing, Applicable Law shall include
<br />Chapter 17.42 of the Louisville Municipal Code and the ordinances codified therein.
<br />"Governmental Authority" means any: (i) federal, state, county, municipal, tribal or other local government
<br />and any political subdivision thereof having jurisdiction over the Parties or this Agreement; (ii) any court or
<br />administrative tribunal exercising proper jurisdiction; or (iii) any other governmental, quasi -governmental, self -
<br />regulatory, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity of competent
<br />jurisdiction.
<br />"Installation" means the installation of Tenant's Equipment at the Premises.
<br />"Permitted Modifications" means routine maintenance, repairs, like -kind replacements, or modifications to
<br />the interior of the equipment shelter or items housed in Tenant's Equipment in accordance with existing
<br />Governmental Approvals, when such activity does enlarge the Tenant's Permitted Use.
<br />"Property" means that certain parcel of real property located at 900 Via Appia Way Louisville, CO 80027,
<br />and legally described in Exhibit A.
<br />"Structure" means that certain structure located on the Property of which the Premises are a part.
<br />"Tenant's Equipment" has the meaning set forth in Section 3.1.
<br />2. Premises, Term, Rent and Contingencies.
<br />2.1 Premises. Landlord is the owner of the Property located at 900 Via Appia Way Louisville, CO
<br />80027, as more particularly described in Exhibit A. Landlord leases to Tenant no greater than 110 square feet of
<br />space for its communications equipment, together with additional space for antennas and cabling in connection
<br />with the
<br />Site Number: DNDEN00260D 1 Confidential & Proprietary
<br />Market: Denver Option Version: 1.0
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