Exhibit 10.2


 





FIRST AMENDMENT TO FUNDING AGREEMENT


 


This
First Amendment to Funding Agreement (this “Amendment”) is made and entered into as of May
1, 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”).


 


WHEREAS, the
Company and the Series A Holders are parties to that certain Funding Agreement, dated as of March 20, 2015, (the “Agreement”);


 


WHEREAS, pursuant
to the Agreement, the Escrow Amount (as defined therein) may be adjusted in connection with a Triggering Transaction (as defined
therein); and


 


WHEREAS, the
Company and the Series A Holders desire to amend the Agreement as set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing, the parties hereto agree as follows:


 


		1.	Section 1.1 of the Agreement is hereby deleted in its entirety, and the following is inserted in
lieu thereof:



 


Funding of
Escrow. Subject to the terms and conditions hereof, on or prior to the fifteenth (15th) calendar day (the “Funding
Deadline”) after the date of the closing of the transactions contemplated by the Merger Agreement or an Alternative Acquisition
Agreement, as applicable (the “Closing Date”), the Series A Holders shall deposit with a third-party escrow
and paying agent selected by the Series A Holders (the “Paying Agent”), in immediately available funds, to the
account designated by the Paying Agent, an amount equal to the Escrow Amount (as hereinafter defined), in accordance with the terms
of this Agreement and the escrow or other similar agreement to be entered into by and among the Series A Holders and the Paying
Agent prior to the Closing Date, and which shall be consistent with the terms of this Agreement and reasonably acceptable to the
Special Committee (the “Escrow Agreement”). As used herein, the term “Escrow Amount” shall
mean Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).


 


		2.	Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in
the Agreement.



 


		3.	This Amendment may be executed in one or more counterparts.



 


		4.	Except as amended hereby, the Agreement shall remain in full force and effect.



 


[Signature Pages Follow]


 




    	 



    	 



    

 


In
Witness Whereof, the parties have executed this First Amendment to Funding
Agreement as of the date first written above.


 


 


	 	 	 	 
	 	Company
	 	 
	 	CIG WIRELESS CORP.
	 	 	 
	 	By:	 	
        /s/
Paul McGinn 

	 	Name:	 	Paul McGinn
	 	Title:	 	Chief Executive Officer


 


	 	 	 	 
	 	Series A Holders:
	 	 
	 	
        FIR TREE CAPITAL OPPORTUNITY (LN) MASTER FUND, L.P.

         

        By: Fir Tree Inc., its Manager

         

	 	By:	 	
        /s/
Brian Meyer 

	 	Name:	 	Brian Meyer
	 	Title:	 	General Counsel
	 	 	 	 
	 	 
	 	 
	 	
        FIR TREE REF III TOWER LLC

         

        By: Fir Tree Inc., its Manager

         

	 	By:	 	
        /s/
Brian Meyer 

	 	Name:	 	Brian Meyer
	 	Title:	 	General Counsel


 






    	[Signature Page to Amendment to Funding Agreement]