REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2013, by and among CIG Wireless Corp., a Nevada corporation (the “Company”), and the several investors signatory hereto (each an “Investor” and collectively, the “Investors”).
STOCK PURCHASE AGREEMENT (Regulation S) Private Purchase and Sale of Common Stock of Cyber Supply Inc.Stock Purchase Agreement • November 10th, 2011 • Cyber Supply Inc. • Retail-nonstore retailers
THIS AGREEMENT is made and entered into as a private transaction as of the date set forth on the signature page below, by and between the Seller set forth on the signature page hereto (the “Seller”) and the purchaser set forth on the signature page below (the “Purchaser”);
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 15th, 2015 • Cig Wireless Corp. • Communications services, nec • Georgia
This EMPLOYMENT AGREEMENT (the “Agreement”), dated this 25 day of March 2014 (the “Effective Date”) by and between CIG Services, LLC, a Delaware limited liability company (the “CIG Services”), Romain Gay-Crosier (the “Executive”), and CIG Wireless Corp., a Nevada corporation (the “Company”).
EXCHANGE AGREEMENT by and among CommuNication Infrastructure group, llc,Exchange Agreement • August 14th, 2012 • Cig Wireless Corp. • Communications services, nec • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made this 30th day of June, 2012 by and among COMPARTMENT IT9, LP, a Georgia Limited Partnership (“Acquirer”), by action of IAM US, LLC, a Delaware limited liability company, its General Partner (the “General Partner”), COMMUNICATIONS INFRASTRUCTURE GROUP, LLC, a Delaware limited liability company (“CIG”), BAC INFRATRUST PREMIUM NEUN GMBH & CO. KG (the “Fund”) by action of IAM INFRASTRUCTURE ASSET MANAGEMENT GMBH (the “GMBH”). Capitalized terms not otherwise defined herein have the meanings set forth in Exhibit A.
CIG WIRELESS CORP. CORPORATE DEVELOPMENT AGREEMENTCorporate Development Agreement • May 21st, 2012 • Cig Wireless Corp. • Communications services, nec • New York
CORPORATE DEVELOPMENT AGREEMENT, dated as of the date set forth on the signature page hereto by and between CIG Wireless Corp., a company formed in Nevada (the “Company”) and the undersigned corporate development agent signatory hereto (the “Development Agent”).
FUNDING AGREEMENTFunding Agreement • March 23rd, 2015 • Cig Wireless Corp. • Communications services, nec • Nevada
This Funding Agreement (“Agreement”) is made and entered into as of March 20, 2015, by and among CiG Wireless Corp., a Nevada corporation (the “Company”), Fir Tree Capital Opportunity (LN) Master Fund, L.P. (“Holder LP”), and Fir Tree REF III Tower LLC (“Holder LLC”, and together with Holder LP, the “Series A Holders”). Capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
Corporate Consulting AgreementCorporate Consulting Agreement • May 21st, 2012 • Cig Wireless Corp. • Communications services, nec
THIS CORPORATE CONSULTING AGREEMENT (the “Agreement”) is made as of the date set forth on the signature page hereto, by and between CRG Finance A.G., (the “Advisor”), and CIG Wireless Corp. (the “Company”).
CORPORATE DEVELOPMENT SERVICES AGREEMENTCorporate Development Services Agreement • June 1st, 2011 • Cyber Supply Inc. • Retail-nonstore retailers
THIS CORPORATE DEVELOPMENT SERVICES AGREEMENT (the "Agreement") is made as of the date set forth on the signature page hereto, by and between CRG Finance AG, ("CRG"), and Cyber Supply Inc. (the "Company").
CIG WIRELESS CORP.2015 Incentive Bonus Plan Agreement • March 24th, 2015 • Cig Wireless Corp. • Communications services, nec • Nevada
We are pleased to inform you that the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CIG Wireless Corp., a Nevada corporation (the “Company”), has determined that you are eligible to receive a special one-time bonus (the “Plan Bonus”), subject to the terms and conditions of the Company’s 2015 Incentive Bonus Plan (the “Plan”) and this letter agreement (the “Agreement”), including without limitation your continued employment by the Company through the Closing Date of a Realization Event, unless expressly provided otherwise in the Plan. The Plan Bonus, if any, shall be calculated and paid in accordance with the terms of the Plan and this Agreement. A copy of the Plan accompanies this Agreement. Payment of the Plan Bonus is subject to your execution and delivery of the Release and your agreement and compliance with the terms of the non-solicitation, confidentiality, cooperation and other covenants, as applicable, in Article VI of the Plan, and a portio
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 6th, 2015 • Cig Wireless Corp. • Communications services, nec • Nevada
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 1, 2015, is entered into by and among Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and CiG Wireless Corp., a Nevada corporation (the “Company”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2011 • Cyber Supply Inc. • Retail-nonstore retailers
INDEMNIFICATION AGREEMENT, dated as of the date set forth on the signature page hereto, by and between Cyber Supply Inc., a Nevada corporation (the “Company”), and the director and/or officer whose name appears on the signature page of this Agreement (“Indemnitee”).
CREDIT AGREEMENT Dated as of August 17, 2012 among CIG COMP TOWER, LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and MACQUARIE BANK LIMITED, as Administrative Agent and Collateral AgentCredit Agreement • February 20th, 2013 • Cig Wireless Corp. • Communications services, nec • New York
This Credit Agreement dated as of August 17, 2012, is among CIG Comp Tower, LLC (the “Borrower”), the Lenders from time to time party hereto, and Macquarie Bank Limited, as Administrative Agent for the Lenders, and as Collateral Agent.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF COMMUNICATIONS INFRASTRUCTURE GROUP, LLC (a Delaware limited liability company) June 30, 2012Limited Liability Company Operating Agreement • August 14th, 2012 • Cig Wireless Corp. • Communications services, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF (this “Agreement”) is entered into as of this 30th day of June, 2012, by and among Communications Infrastructure Group, LLC, a Delaware limited liability company (the “Company”), the Members executing this Agreement and such other Persons who shall become Members hereof from time to time, pursuant to the provisions of the Delaware Limited Liability Company Act and this Agreement.
INDEMNIFICATION AND JOINDER AGREEMENTIndemnification Agreement • March 23rd, 2015 • Cig Wireless Corp. • Communications services, nec • Nevada
THIS INDEMNIFICATION AND JOINDER AGREEMENT (this “Agreement”), dated as of March 20, 2015, is made and entered into by and among Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CiG Wireless Corp., a Nevada corporation (the “Company”), Fir Tree Capital Opportunity (LN) Master Fund, L.P. (“Holder LP”), Fir Tree REF III Tower LLC (“Holder LLC”, and together with Holder LP, the “Series A Holders”), and, solely for the purposes set forth in Section 3.2 and ARTICLES V and VII, Vertical Bridge Holdco, LLC, a Delaware limited liability company (“Holdco”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Form for Stand Down AgreementStand Down Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec • New York
CERTIFICATE OF RESCISSION TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED JUNE 30, 2012 OF COMMUNICATIONS INFRASTRUCTURE GROUP, LLC (a Delaware limited liability company)Limited Liability Company Operating Agreement • February 14th, 2013 • Cig Wireless Corp. • Communications services, nec
THIS CERTIFICATE OF RESCISSION DATED (this “Certificate of Rescission”), to the Amendment No. 1 dated as of December 31, 2012 (“Amendment No. 1”) to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC Dated June 30, 2012 (the “Operating Agreement”), is hereby made by and among:
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec
THIS AMENDMENT NO. 1 (this “Amendment”) to the Executive Employment Agreement of B. Eric Sivertsen dated May 3, 2013 (the “Employment Agreement”) is effective as of date set forth on the signature page hereof, and entered into by and among CIG Wireless Corp., a corporation incorporated in the State of Nevada (the “Company”) and B. Eric Sivertsen (the “Executive”).
SERIES A 4% 2012 CONVERTIBLE REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Redeemable Preferred Stock Purchase Agreement • October 11th, 2011 • Cyber Supply Inc. • Retail-nonstore retailers • New York
SERIES A 4% 2012 CONVERTIBLE REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2011, by and between Cyber Supply Inc., a Nevada corporation, with headquarters located at Five Concourse Parkway, Suite 3100, Atlanta, Georgia 30328 (the “Company”), and the purchaser set forth on the signature page hereto (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG VERTICAL BRIDGE ACQUISITIONS, LLC, vertical steel merger sub inc., AND CIG WIRELESS CORP. DATED AS OF MARCH 20, 2015Merger Agreement • March 23rd, 2015 • Cig Wireless Corp. • Communications services, nec • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 20, 2015, is entered into by and among Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and CiG Wireless Corp., a Nevada corporation (the “Company”). Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 8.09.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement of Paul McGinn dated August 1, 2013 (the “Employment Agreement”) is effective as of date set forth on the signature page hereof, and entered into by and among CIG Wireless Corp., a corporation incorporated in the State of Nevada (the “Company”) and Paul McGinn (the “Executive”).
PLEDGE AGREEMENT AND IRREVOCABLE PROXYPledge Agreement • December 19th, 2012 • Cig Wireless Corp. • Communications services, nec • New York
PLEDGE AGREEMENT, dated as of September 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), by and between CIG Properties, LLC, a Delaware limited liability company (the “Pledgor”), and Macquarie Bank Limited, as agent (in such capacity, the “Agent”) for itself and for the benefit of the Lenders (as defined in the Credit Agreement referred to below).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • December 23rd, 2013 • Cig Wireless Corp. • Communications services, nec • New York
This Supplemental Agreement (this “Agreement”) is made as of this 18th day of December, 2013, by and among CIG Wireless Corp., a Nevada corporation (the “Company”) and the investors set forth on Schedule I hereto (each an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Purchase Agreement (defined below).
SECOND SUPPLEMENTAL AGREEMENTSecond Supplemental Agreement • March 13th, 2014 • Cig Wireless Corp. • Communications services, nec • New York
This Second Supplemental Agreement (this “Agreement”) is made as of this 7th day of March, 2014, by and among CIG Wireless Corp., a Nevada corporation (the “Company”) and the investors set forth on Schedule I hereto (each an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Purchase Agreement (defined below).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec
THIS AMENDMENT NO. 1 (this “Amendment”) to the Executive Employment Agreement of Michael Hofe dated May 3, 2013 (the “Employment Agreement”) is effective as of date set forth on the signature page hereof, and entered into by and among CIG Wireless Corp., a corporation incorporated in the State of Nevada (the “Company”) and Michael Hofe (the “Executive”).
SHARE TENDER AND CANCELLATION AGREEMENTShare Tender and Cancellation Agreement • October 11th, 2011 • Cyber Supply Inc. • Retail-nonstore retailers
THIS SHARE TENDER AND CANCELLATION AGREEMENT (the “Agreement”) is effective as of the 3rd day of October, 2011 by and among Cyber Supply Inc., a corporation incorporated in the State of Nevada (the “Company”) and the signatory shareholder hereto (the “Shareholder”).
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED JUNE 30, 2012 OF COMMUNICATIONS INFRASTRUCTURE GROUP, LLC (a Delaware limited liability company)Limited Liability Company Operating Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec
THIS AMENDMENT NO. 3, dated as of August 1, 2013 (this “AMENDMENT NO. 3”), to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC Dated June 30, 2012, is hereby made by and among:
TERMINATION AGREEMENTTermination Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec • New York
THIS TERMINATION AGREEMENT (this “Termination Agreement”) is effective as of date set forth on the signature page hereof by and among CIG Wireless Corp., a corporation incorporated in the State of Nevada (the “Company”) and CRG Finance AG (“CRG”).
CIG WIRELESS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2012 • Cig Wireless Corp. • Communications services, nec
EMPLOYMENT AGREEMENT, dated as of the date set forth on the signature page hereto (the “Agreement”), by and between CIG Wireless Corp., a Nevada corporation (the “Company”), and Paul McGinn (the “Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2015 • Cig Wireless Corp. • Communications services, nec
THIS AMENDMENT NO. 2 (this “Amendment”) to the Employment Agreement of Paul McGinn dated July 25, 2012, as amended effective August 1, 2013 (the “Employment Agreement”) is effective as of date set forth on the signature page hereof, and entered into by and among CIG Wireless Corp., a corporation incorporated in the State of Nevada (the “Company”) and Paul McGinn (the “Executive”).
GUARANTYGuaranty • September 14th, 2012 • Cig Wireless Corp. • Communications services, nec • New York
This GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 7, 2012 by CIG PROPERTIES, LLC (the “Guarantor”) in favor of and for the benefit of MACQUARIE BANK LIMITED, as Administrative Agent and Collateral Agent (in such capacities, the “Guarantied Party”) for itself and the Lenders referred to below and for the benefit of the other Beneficiaries (as defined herein).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2008 • Cyber Supply Inc.
Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing _______________________________________________ (__________) shares of Common Stock of Cyber Supply Inc. (the “Company”) at a price of $0.10 per Share (the “Subscription Price”). Purchaser hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares. Purchaser further confirms that Ms. Maria Shostak solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than Ms. Shostak.
SECURITY AGREEMENT Dated as of September 7, 2012 by and among CIG COMP TOWER, LLC and CIG PROPERTIES, LLC as Grantors and MACQUARIE BANK LIMITED as Collateral AgentSecurity Agreement • September 14th, 2012 • Cig Wireless Corp. • Communications services, nec • New York
This Security Agreement, dated as of September 7, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by and among CIG COMP TOWER, LLC, a Delaware limited liability company (the “Borrower” and a “Grantor”), CIG PROPERTIES, LLC, a Delaware limited liability company (“Intermediate Holdings” and a “Grantor” and, together with the Borrower, the “Grantors”), and Macquarie Bank Limited, as collateral agent under the Credit Agreement described herein (together with any successor collateral agent appointed pursuant to the Credit Agreement, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS PURCHASE AGREEMENT December 5, 2011 By and Among CIG PROPERTIES, INC., CIG WIRELESS CORP. BAC BERLIN ATLANTIC HOLDING GMBH & CO. KG and COMMUNICATIONS INFRASTRUCTURE GROUP, LLCLimited Liability Company Membership Interests Purchase Agreement • December 7th, 2011 • Cig Wireless Corp. • Retail-nonstore retailers • Delaware
THIS LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS PURCHASE AGREEMENT, dated December 5, 2011, by and among CIG Properties, Inc., a Delaware corporation (“Purchaser”), BAC Berlin Atlantic Holding GmbH & Co. KG, a German Kommanditgesellschaft(“Seller”), Communications Infrastructure Group, LLC, a Delaware limited liability company (the “CI Group”); and CIG Wireless Corp., a Nevada corporation (the “Parent Company”);
AGREEMENTPurchase and Sale Agreement • August 7th, 2013 • Cig Wireless Corp. • Communications services, nec
Reference is made to that certain Purchase and Sale Agreement by and between CIG Wireless Corp. (“Buyer”) and Liberty Towers, LLC (“Seller”), dated as of May 3, 2013 (the “Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreement.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 7th, 2011 • Cig Wireless Corp. • Retail-nonstore retailers
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 5, 2011, by and between CIG Wireless Corp., a Nevada corporation, with headquarters located at Five Concourse Parkway, Suite 3100, Atlanta, Georgia 30328 (the “Company”), and the purchaser set forth on the signature page hereto (the “Purchaser”).
