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<br />200610447 <br /> <br />SPECIAL WARRANTY DEED <br /> <br />This Special Warranty Deed (this "Deed") is dated this ~ day of November, 2006, <br />between 281 & OLD POTASH LLC, a Nebraska limited liability company ("Grantor"), whose <br />address is 410 1 ih Street, Suite 1705, Denver, Colorado 80202 and NE COLORADO <br />CELLULAR, INC., a Colorado corporation, d/b/a VIAERO WIRELESS ("Grantee"), whose <br />address is 1224 West Platte Avenue, Fort Morgan, Colorado 80701. <br /> <br />WITNESSETH, that Grantor, for and in consideration of the sum of $385,000.00 (the <br />"Purchase Price"), the receipCwhereof is hereby confessed and acknowledged by Grantor, has <br />granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey <br />and confirm unto Grantee, its successors and assigns forever, all of that certain real property <br />situate, lying and being in the County of Hall, State of Nebraska, more particularly described on <br />Exhibit A attached hereto (the "Property''). <br /> <br />TOGETHER WITH all and singular the hereditaments and appurtenances thereunto <br />belonging, or in any ways appertaining, and the reversion and reversions, remainder and <br />remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and <br />demand whatsoever of Grantor, either in law or equity, of, in and to the Property; <br /> <br />AND TOGETHER WITH all of Grantor's right, title and interest in and to any alleys, <br />strips or gores adjoining the Property, any easements, rights-of-way or other interests in, on, <br />under, or to any land, highway, street, road, right-of-way or avenue, open or proposed in, on, <br />under, across, in front of, abutting or adjoining the Property to the extent applicable to the <br />Property, and all of Grantor's right, title and interest in and to oil, gas and mineral rights, if any, <br />appurtenant to or located on or under the Property or any part thereof; <br /> <br />SUBJECT TO the "Permitted Exceptions," which shall mean (a) any easements, <br />restrictions and conditions shown on the recorded plat, if any, for the Property; (b) real property <br />taxes and assessments for 2006 and subsequent years; (c) building, zoning and other applicable <br />ordinances and regulations of the County of Hall, State of Nebraska; (d) the reservations, <br />exceptions, casements, rights of way, restrictive covenants, conditions and other matters listed as <br />Permitted Exceptions on Exhibit B attached hereto; and (c) those matters arising by, through or <br />under Grantee. <br /> <br />TO I-IA VB AND TO HOLD the Property with the appurtenances, unto Grantee, its <br />successors and assigns forever; <br /> <br />AND Grantor, for itself, its successors and assigns, covenants and agrees to and with <br />Grantee, its successors and assigns, to warrant and defend the quiet and peaceable possession of <br />the Property by Grantee, its successors and assigns, against every person who lawfully claims the <br />Property or any part thereof by, through or under Grantor, subject to the Permitted Exceptions <br />and the covenants, conditions and restrictions herein contained. <br /> <br />{31858.1811/17/2006 1014 AMJEPEA0227626DOC;21 1 <br />