AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.4

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 (this “Amendment”) to the Employment Agreement of Xxxx XxXxxx 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 Xxxx XxXxxx (the “Executive”).

RECITALS

WHEREAS, the Company and Executive previously entered into the Employment Agreement, which sets forth the terms and conditions of Executive’s employment with the Company;

WHEREAS, the Company and the Executive now wish to amend the Employment Agreement as of the date hereof; and

WHEREAS, Section 20 of the Employment Agreement provides that the Employment Agreement may be amended pursuant to a written agreement between the Company and Executive.

NOW, THEREFORE, the Company and Executive hereby agree that the Employment Agreement shall be amended as follows:

1. A new Section 3(i) is added to the Employment Agreement as follows:

“(i) Special Retention Bonus. Subject to the Executive’s continued employment with the Company through the applicable Retention Date set forth below, on such Retention Date the Company will pay to the Executive in a cash lump sum an amount equal to the applicable Retention Bonus set forth below:

Retention Date	Retention Bonus
[Insert Date 12 months from the Closing Date]	$900,000
[Insert Date 18 months from the Closing Date]	$300,000

Notwithstanding the foregoing, in the event of a termination of the Executive’s employment either (a) by the Company without Cause or (b) by the Executive for Good Reason, the Company will pay to the Executive any then unpaid Retention Bonus within ten (10) days of such termination. For the purposes of this Section 3(i), “Good Reason” means: (i) a material diminution in Executive’s Base Salary or (ii) a failure by the Company to pay to the Executive any amounts due hereunder, including any Incremental Portion or Variable Component, within thirty (30) days of the date such amount is due to be paid hereunder, that in the case of any Good Reason event is not cured by the Company within thirty (30) days of written notice specifying the occurrence such Good Reason event, which notice shall be given by Executive to the Company within ninety (90) days after the occurrence of the Good Reason event. In the event of any nonpayment by the Company of a Retention Bonus when due, the Company shall promptly upon demand reimburse the Executive for his legal costs, including attorney’s fees, incurred in seeking the payment of such amount.”

- -

2. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.

3. Notwithstanding anything in this Amendment to the contrary, this Amendment shall be subject to, and effective upon, consummation of the transactions (the “Transactions”) contemplated by that certain Agreement and Plan of Merger, by and among Vertical Bridge Acquisitions, LLC, Vertical Steel Merger Sub Inc., and the Company, dated as of March 20, 2015 (the “Merger Agreement”). In the event the Merger Agreement is terminated in accordance with its terms, or the Transactions are not consummated on or prior to December 31, 2015, this Amendment shall terminate without further action, notice, or deed, and shall be null and void ab initio.

4. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This Amendment may be delivered via facsimile or scanned “PDF” which shall be an original for all purposes.

[Signature Page Follows]

-2-

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of this 20^th day of March, 2015.

CIG Wireless Corp.

	By:		/s/ Xxxxxx Xxx-Xxxxxxx
			Name: Xxxxxx Xxx-Xxxxxxx Title: Chief Financial Officer

/s/ Xxxx XxXxxx

Name:      Xxxx XxXxxx

-3-