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).
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).
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. 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”).
SUPPORT AGREEMENTSupport Agreement • March 23rd, 2015 • Cig Wireless Corp. • Communications services, nec • Nevada
This Support 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., a Delaware limited partnership (“Holder LP”), and Fir Tree REF III Tower LLC, an exempted limited partnership under the laws of the Cayman Islands (“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).
