UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2014



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______________to
_________________



Commission file number: 000-53677

________________________________________



CIG WIRELESS CORP.

(Exact name of Registrant as specified in
its charter)



|Nevada                          |  | 68-0672900         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



| | 11120 South Crown Way, Suite 1, Wellington, Florida 33414    | 
| | ------------------------------------------------------------ | 
| | (Address of principal executive offices, including zip code) | 



| | (561) 701-8484                                       | 
| | ---------------------------------------------------- | 
| | (Registrant’s telephone number, including area code) | 



Securities
registered pursuant to Section 12(b) of the Act: None



Securities registered
pursuant to Section 12(g) of the Act:



| | Title of each class              | 
| | -------------------------------- | 
| | Common Stock, $0.00001 Par Value | 



Indicate by check mark if the Registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate by check mark if the Registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ̈No x



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition
of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Act (Check one):



|Large accelerated filer ̈                      |  | Accelerated filer ̈        
|--------------------------------------------- |  | --------------------------
|Non-accelerated filer ̈                        |  | Smaller reporting companyx
|(Do not check if a smaller reporting company) |  |                           



Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Nox



The aggregate market value of the common stock held by non-affiliates
of the registrant was approximately $6,759,846 as of June 30, 2014, based on the closing price of the Company’s common stock
as reported on the Over the Counter Bulletin Board on that date.



Indicate the number of shares
outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of April 13, 2015,
there were 85,047,426 shares of the Registrant’s common stock, $0.00001 par value per share, outstanding.



Documents incorporated by reference: None.













TABLE OF CONTENTS



|           |                                                                                                              | Page
|---------- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I    
|           |                                                                                                              |     
|Item 1.    | Business                                                                                                     | 3   
|Item 1A.   | Risk Factors                                                                                                 | 10  
|Item 1B.   | Unresolved Staff Comments                                                                                    | 22  
|Item 2.    | Properties                                                                                                   | 22  
|Item 3.    | Legal Proceedings                                                                                            | 22  
|Item 4.    | Mine Safety Disclosures                                                                                      | 22  
|           |                                                                                                              |     
|PART II   
|           |                                                                                                              |     
|Item 5.    | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 22  
|Item 6.    | Selected Financial Data                                                                                      | 23  
|Item 7.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 23  
|Item 7A.   | Quantitative and Qualitative Disclosures about Market Risk                                                   | 39  
|Item 8.    | Financial Statements and Supplementary Data                                                                  | 40  
|Item 9.    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 78  
|Item 9A.   | Controls and Procedures                                                                                      | 78  
|Item 9B.   | Other Information                                                                                            | 79  
|           |                                                                                                              |     
|PART III  
|           |                                                                                                              |     
|Item 10.   | Directors, Executive Officers and Corporate Governance                                                       | 79  
|Item 11.   | Executive Compensation                                                                                       | 82  
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 87  
|Item 13.   | Certain Relationships and Related Transactions, and Director Independence                                    | 91  
|Item 14.   | Principal Accounting Fees and Services                                                                       | 92  
|           |                                                                                                              |     
|PART IV   
|           |                                                                                                              |     
|Item 15.   | Exhibits and Financial Statement Schedules                                                                   | 92  
|           |                                                                                                              |     
|SIGNATURES | 100                                                                                                         



2







Cautionary Language Regarding Forward-Looking Statements



This Annual Report on Form 10-K (this “Report”)
contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are based on management's expectations as of the filing date of this Report with the
Securities and Exchange Commission ("SEC"). Statements that are predictive in nature, that depend upon or refer to future
events or conditions, or that include words such as “expect”, “anticipate”, “intend”, “plan”,
“believe”, “estimate”, “may”, “project”, “will likely result”, and
similar expressions are intended to identify forward-looking statements. Such forward-looking statements include: (i) expectations
regarding the closing of the Merger (as defined below); (ii) expectations regarding anticipated growth in the wireless communication
industry, demand for our towers and distributed antenna systems, and new tenant additions; (iii) availability of cash flows and
liquidity for, and plans regarding, future capital expenditures; (iv) anticipated growth in market share, future revenues, and
operating cash flows; and (v) expectations regarding the credit markets, cost of capital, and our ability to service our debt and
comply with the debt covenants. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including
prevailing market conditions and are more fully described in Item 1A of this Report under the caption “Risk Factors.”
New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect
us. In any event, these and other important factors, including those set forth in Item 1A of this Report under the caption “Risk
Factors,” may cause actual results to differ materially from those indicated by our forward-looking statements. We assume
no obligation to update or revise any forward-looking statements we make in this Report, except as required by applicable securities
laws.



PART I



ITEM 1. BUSINESS



Except as otherwise
stated or required by the context, references in this Report to “CIG Wireless”, the “Company”, we”,
and “our”, refer to CIG Wireless Corp. and its subsidiaries.



Overview



We are a young and dynamic company that
develops, operates and owns wireless and broadcast communication towers in the United States. Our core business consists of leasing
antenna space on our communication sites via long-term contracts. Our tower infrastructure can accommodate multiple customers for
antennas necessary for the transmission of signals for wireless communication devices. We
seek to increase our site rental revenues by adding more tenants on our wireless infrastructure, acquiring more towers and constructing
new towers.



The following provides some highlights
regarding our site rental business as of December 31, 2014:



| | · | We own 201 wireless communication towers
that are online and in commercial service.
| | - | -----------------------------------------------------------------------------------



| | · | We have a geographical presence in 25
states.
| | - | ---------------------------------------------



| | · | Our customer base consists of major wireless
communicationscarriers, governmental and public entities and utility companies.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | Approximately 94% of our revenues are derived from site rental revenues of our communication towers.
| | - | ----------------------------------------------------------------------------------------------------



| | · | The majority of our site rental revenues are recurring in nature and result from long-term contracts
with initial terms ranging between 5 and 10 years with 3-5 renewal options of five years each.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Monthly or annual rent payments from our tenants are subject to escalation rates of up to 4% per
year.
| | - | ------------------------------------------------------------------------------------------------------



All of our operations are located in the
United States. We participate in the local tower development industry and conduct our operations principally through our subsidiaries.
Our wholly-owned subsidiaries are “Communications Infrastructure Group, LLC (“CIG, LLC”)”, “CIG Properties,
LLC”, “CIG Services, LLC”, “CIG Towers, LLC”, “CIG BTS Towers, LLC”, “CIG GA Holding,
LLC”, “CIG DT Holding, LLC”, “CIG Comp Tower, LLC”, “Specialty Towers Management, LLC”
and “CIG Solutions, LLC”. Specialty Towers Management, LLC and CIG Solutions, LLC serve as managers to the Company’s
other subsidiaries.



3







Recent Entry into Merger Agreement



As previously disclosed in a Form 8-K filed
with the SEC on March 23, 2015 (the “Merger 8-K”), the Company has recently entered into an Agreement and Plan of Merger
(the “Merger Agreement”), dated March 20, 2015, with Vertical Bridge Acquisitions, LLC, a Delaware limited liability
company (“Parent”), and Vertical Steel Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”). For additional details regarding the terms of the Merger Agreement, including summaries of certain
other related documentation, refer to the Merger 8-K, which is incorporated into this Report by reference, and to the Merger Agreement
and other documentation filed as exhibits thereto.



Pursuant to the Merger Agreement, upon
the terms and subject to the conditions described therein, at the closing, Merger Sub will merge with and into the Company with
the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). The aggregate amount to be paid by Parent
in connection with the closing of the transactions contemplated by the Merger Agreement, including the repayment of approximately
$56.4 million in outstanding indebtedness of the Company, is estimated to be approximately $143.0 million, subject to adjustment
as described in the Merger Agreement.



The Merger Agreement contains a limited
“go shop” provision that permits the Company to solicit alternative acquisition proposals from third parties through
April 24, 2015 (the “Solicitation Period”), and, in certain circumstances, to continue to negotiate with third parties
who submit alternative acquisition proposals during the Solicitation Period, through May 4, 2015. The Merger Agreement also contains
customary conditions, representations, warranties and covenants for a transaction of that nature, as described more fully in the
Merger 8-K.



Upon the closing of the Merger, the outstanding
Capital Stock (as defined below) of the Company will either be converted into the right to receive a pro rata portion of the Merger
Consideration, or cancelled for no consideration, as follows:



| | · | each outstanding share of Series A-1 Non-Convertible
Preferred Stock, par value $0.00001 per share, of the Company (the “Series A-1 Preferred Stock”) will be converted
into the right to receive a pro rata portion of the aggregate Series A-1 Preference Payment (as defined in the Certificate of Designation,
Preferences and Rights relating to the Series A Preferred Stock (as defined below), as amended (the “Series A Certificate
of Designation”)), which is currently calculated at approximately $62.5 million;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | each outstanding share of Series A-2 Convertible
Preferred Stock, par value $0.00001 per share, of the Company (the “Series A-2 Preferred Stock” and, together with
the Series A-1 Preferred Stock, the “Series A Preferred Stock”) will be converted into the right to receive a pro rata
portion of the Merger Consideration remaining after the payment of the aggregate Series A-1 Preference Payment, which remaining
amount is less than the Series A-2 Preference Payment (as defined in the Series A Certificate of Designation) in the amount of
approximately $82.4 million to which the holders of the Series A-2 Preferred Stock would otherwise be entitled;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | each outstanding share of Series B 6%
2012 Convertible Redeemable Preferred Stock, par value $0.00001 per share, of the Company (the “Series B Preferred Stock”),
including accrued but unpaid dividends thereon, will be canceled for no consideration; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | each outstanding share of common stock,
par value $0.00001 per share, of the Company (the “Common Stock” and, collectively with the Series A Preferred Stock
and Series B Preferred Stock, the “Capital Stock”) will be canceled for no consideration.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because the aggregate liquidation preferences
of the Series A Preferred Stock under the Series A Certificate of Designation, which is currently calculated at approximately $144.9
million, is estimated to be approximately $64.3 million greater than the aggregate Merger Consideration received by the holders
of Series A Preferred Stock (the “Series A Holders”), the Merger Agreement provides that no consideration will be payable
in respect of the Series B Preferred Stock (including accrued but unpaid dividends thereon) or the Common Stock.



4







Pursuant to a Funding Agreement (the “Funding
Agreement”) entered into on March 20, 2015 by and between the Company and the Series A Holders, the Series A Holders have
agreed to allocate a portion of the consideration received upon the closing of the Merger or an alternative third party transaction
to the holders of the Series B Preferred Stock and Common Stock by depositing into an escrow account promptly after closing, the
sum of $1.75 million plus 25% of the excess, if any, of consideration received over $150.0 million, subject to certain limitations.
The portion of the escrow amount that will be allocated to the holders of the Series B Preferred Stock and Common Stock will be
determined by the Special Committee of the Company’s Board of Directors prior to the closing of the relevant transaction.
The entitlement of each holder of Series B Preferred Stock and Common Stock to receive their pro rata share of such escrow amount
is subject to such holder’s completion of claims documentation, including a release of legal claims, which will be mailed
to them after the closing of the relevant transaction.



The foregoing description of the Merger
Agreement and Funding Agreement is summary in nature. For additional information, please refer to the complete text of the Merger
Agreement and Funding Agreement, which are filed as Exhibit 2.1 and 10.3, respectively, to the Company’s Current Report on
Form 8-K filed with the SEC on March 23, 2015.



History



We were incorporated in the State of Nevada
in February 2008 and are headquartered in Wellington, Florida. The Company’s Common Stock is traded on the Over the Counter
Bulletin Board under the symbol “CIGW”. Effective January 23, 2013, we changed our fiscal year end from September 30th
to December 31st.



On January 15, 2014, we acquired three
communication towers from PTA, FLA, Inc. (“Cleartalk”), a privately held company, for an aggregate cash purchase price
of $0.8 million. We evaluated the acquisition and determined that the acquisition does not qualify as a business.



On March 7, 2014, we acquired six communication
towers from Southern Tower Antenna Rental, L.L.C. (“STAR”), a privately held company, for an aggregate cash purchase
price of $2.7 million. The transaction was consummated pursuant to an amendment of an asset purchase agreement entered into on
May 17, 2013. We evaluated the acquisition and determined that the acquisition qualifies as a business. As such, the acquisition
was recorded as a business acquisition.



On April 1, 2014, we acquired two communication
towers from Cleartalk, for an aggregate cash purchase price of $0.6 million. We evaluated the acquisition and determined that the
acquisition does not qualify as a business.



On May 1, 2014, we acquired four communication
towers from Cleartalk for an aggregate cash purchase price $1.1 million. We evaluated the acquisition and determined that the acquisition
does not qualify as a business.



On May 1, 2014, we acquired one additional
communication tower from Cleartalk for an aggregate cash purchase price of $0.8 million. We evaluated the acquisition and determined
that the acquisition qualifies as a business.



On June 2, 2014, we acquired one communication
tower from Fidelity Towers, Inc. (“Fidelity”), a privately held company, for an aggregate cash purchase price of $0.4
million. We evaluated the acquisition and determined that the acquisition qualifies as a business.



On November 12, 2014, we acquired five
communication tower from Tower Access Group, LLC (“TAG”), a privately held company, for an aggregate cash purchase
price of $2.1 million. We evaluated the acquisition and determined that the acquisition qualifies as a business.



On December 11, 2014, we acquired twelve
communication towers from STAR for an aggregate cash purchase price of $5.8 million. We evaluated the acquisition and determined
that the acquisition qualifies as a business.



On December 22, 2014, we acquired one communication
tower from STAR for an aggregate cash purchase price of $0.5 million. We evaluated the acquisition and determined that the acquisition
qualifies as a business.



On December 31, 2014, we acquired two communication
towers from STAR for an aggregate cash purchase price of $1.0 million. We evaluated the acquisition and determined that the acquisition
qualifies as a business.



During 2014, we completed the construction
of seven communication towers and abandoned two communication towers.



5







Site Leasing Services.



Our site leasing revenues accounted for
approximately 94% and 90% of our total revenues for the years ended December 31, 2014 and 2013, respectively. Our tenants lease
space on our communications site infrastructure, where they install and maintain their individual communications network equipment.
Our revenue is primarily generated from tenant leases, and the annual rental payments depend to a large extent upon numerous factors,
including, but not limited to, tower location, amount of tenant equipment on the tower, ground space required by the tenant and
tower capacity usage. Our tenant leases are generally non-cancellable and have annual or per term rent escalations. Our primary
costs typically include ground rent which is subject to annual or per term escalations, property taxes, insurance, utilities, repairs
and maintenance.



Our portfolio of towers consists of towers
that were either acquired on the open market or built through the successful awarding to the Company of carrier tower projects.
We have the ability to add new tenants and new equipment for existing tenants on our sites. Our tenants include large national
wireless carriers that operate national or regional networks including AT&T, Sprint, Verizon Wireless and T-Mobile, and governmental
or public entities and utility companies. Our tenant leases are generally for an initial term that ranges between 5 and 10 years
with 3-5 renewal options of five years each. These lease contracts normally include rent escalation rates of up to 4% per year,
including the renewal periods.



Our business strategy for expanding our
tower portfolio is to pursue potential acquisitions from third parties and complete the construction of new build-to-suit towers
in strategic locations under build-to-suit arrangements. We choose potential acquisitions that are located in strategic locations
that are expected to grow the demand for our portfolio of towers which will result in revenue and profitability growth. For each
potential acquisition, we analyze various parameters that include the current condition of the assets, tower cash flows projections,
review of available capacity and future lease up projections derived from the analysis of current and possible additions of new
tenants. These analyses are very important during the due diligence process to help us negotiate the acquisition price.



Under the new build-to-suit arrangements,
we construct towers over a location chosen by the wireless carrier. As such, there will be at least one tenant lease for each new
tower site on the day the construction is completed. We retain ownership of the towers built and the right to co-locate additional
tenants.



Management and Other Services



Management fees and other service revenues
accounted for approximately 6% and 10% of our total revenues for the years ended December 31, 2014 and 2013, respectively. Management
fees revenues include tower management and lease-up fees earned in connection with the Tower Management Agreements we have entered
into with BAC Infratrust Sechs GmbH & Co. KG (“IT6”), BAC Infratrust Acht GmbH & Co. KG (“IT8”)
and InfraTrust Premium Sieben GmbH & Co. KG (“ITP7”), all related parties. The ITP7 agreement terminated on December
31, 2014. Other service revenues are tower related services such as site inspection and structural analysis services provided to
our customers upon request.



Industry Overview



The following discussion highlights certain
of the industry trends and expectations:



| | · | We believe that growing wireless traffic and next-generation technology developments will require
wireless service providers to improve their network infrastructure and increase their network capacity resulting in an increase
in the number of communication sites that they use or the number of antennas at existing communication sites.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We believe demand for communication sites will continue as wireless service providers seek to increase
the quality, coverage area and capacity of their existing networks, while also investing in next-generation wireless networks.
To meet these objectives, we believe wireless carriers will continue to outsource their communication site infrastructure needs
as a means to accelerate access to their markets and more efficiently use their capital, rather than construct and operate their
own communication sites or maintain their own communication site operations and development capabilities.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We believe that the U.S. wireless industry will continue to grow and is well-capitalized, highly
competitive and focused on quality services.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



For all of the foregoing reasons, we expect
that we will see a multi-year trend of strong additional communication site demand from wireless carriers.



6







Business Strategy



Our primary strategy is to continue to
focus on expanding our site leasing business due to its attractive characteristics such as long-term contracts, built-in rent escalators,
high operating margins and low customer churn. The long-term and recurring nature of the revenue stream of our site leasing business
makes our results of operations more predictable and less volatile. Our site leasing business provides a stable, recurring cash
flow stream and reduces our exposure to cyclical changes in customer spending.



The following highlights the main factors
of our business strategy:



Organic Growth in Tenant Volume.
We consistently seek to maximize organic growth and usage of our tower capacity. We typically construct or acquire towers that
accommodate multiple tenants. Most of our towers have significant capacity available for additional antennas and we believe that
increased use of our towers can be achieved at a low incremental cost.



Growth of Tower Portfolio.We
actively pursue strategic and disciplined growth of our tower portfolio, through additional strategic tower acquisitions and the
construction of new towers through built-to-suit arrangements. The built-to suit arrangements minimize the risk of the tower not
meeting tenant demand because the locations and designs are discussed and pre-approved by the wireless carriers.



Management Experience.We leverage
ourmanagement team experience to expand positioning in the tower industry. Management believes that its extensive industry
expertise and strong relationships with wireless service providers will allow us to expand our position in the site leasing and
site development services.



Securing Long-Term Ground Leases.We
have entered into, and continue to enter into long-term leases to secure access rights to the land that underlies our towers for
terms that generally extend beyond 30 years. We believe that these leases, to the extent available at commercially reasonable prices,
will increase our margins, minimize the risk of ground rent increase and improve our cash flows from operations.



Customers



We have provided site leasing services
to the largest wireless carriers, such as AT&T, Sprint, Verizon Wireless, and T-Mobile. In addition, government agencies (such
as Homeland Security, local police and fire departments, and port authorities) as well as utility companies, provide supplementary
leasing income. During the year ended December 31, 2014, three of our tenants provided approximately 69% (48%, 11% and 10%) of
our total rent revenue.



Sales and Marketing



Our sales and marketing goals are to use
our existing relationships, and to develop new relationships with wireless service providers to lease additional antenna space
on our towers. We believe these goals will enable us to grow our site leasing business as well as to successfully bid and win more
site development service contracts.



Competition



The primary competitors in the site leasing
industry are the following: the independent tower owners who also provide site leasing services; the national tower development
and management companies; the wireless service providers who own, operate and lease antenna space on their own towers to other
providers; and alternative facilities such as rooftops, water towers, broadcast towers, utility poles, outdoor and indoor distributed
antenna system (“DAS”) networks, billboards and electric transmission towers. We believe that tower location and capacity,
deployment speed, quality of service to tenants and prices have been, and will continue to be, the most significant competitive
factors affecting the site leasing business. Wireless carriers that own and operate their own tower networks generally are substantially
larger and have greater financial resources than our Company. We have been actively operating in the tower business industry through
our subsidiaries since 2009. During 2014, we have added 42 towers to our portfolio of towers to reach 201 towers at the end of
2014. However, our market share is still minimal. We intend to increase our market share through investing in the acquisition and
construction of communication towers in addition to providing excellent quality service to our customers.



Competitors in the network services business
include site acquisition consultants, zoning consultants, real estate firms, right-of-way consulting firms, construction companies,
tower owners and managers, radio frequency engineering consultants, telecommunications equipment vendors who can provide turnkey
site development services through multiple subcontractors, and our customers' internal staffs. We believe that customers will base
their decisions on the outsourcing of network services on criteria such as experience, track record, local reputation, price and
time for completion of a project.



7







Employees



As of December 31, 2014, we had fifteen
employees, all of whom are full time. None of these employees are covered by a collective bargaining agreement. We have experienced
no work stoppages and consider our relations with our employees to be good.



Intellectual Property



We do not own any patents at the present
time. We own two registered trademarks related to our “CIG” logo and Liberty Towers.



Regulatory and environmental matters



Federal Regulations



We are required to comply with many federal,
state and local regulations and laws, including the Federal Communications Commission (“FCC”) and the Federal Aviation
Administration (“FAA”). These regulations govern the construction, lighting and other phases of the development of
towers and structures used for wireless communications, radio and television broadcasting. Depending on the characteristics of
the towers or structures, the granting of a pre-approval, the issuance of determinations confirming no hazard to air traffic, and
registration of the towers may be required before the towers are constructed, modified or used. In addition, any applicant for
an FCC antenna tower or structure registration must certify that, consistent with the Anti-Drug Abuse Act of 1988, neither the
applicant nor its principals are subject to a denial of Federal benefits because of a conviction for the possession or distribution
of a controlled substance. These regulations may require pre-approval before the construction or the addition of a new antenna
to an existing tower. These requirements may increase the costs associated with new tower constructions or modifications of existing
towers.



In addition, the FCC and the FAA have developed
standards to consider proposals for new or modified tower and antenna structures based upon their height and location, including
proximity to airports. Proposals to construct new, or to modify existing tower and antenna structures above certain heights are
reviewed by the FAA to ensure the structure will not present a hazard to aviation, which determination may be conditioned upon
compliance with lighting and marking requirements. The FCC requires its licensees to operate communications devices only on towers
that comply with FAA rules and are registered with the FCC, if required by its regulations. Where tower lighting is required by
FAA regulation, tower owners bear the responsibility of notifying the FAA of any tower lighting outage and ensuring the timely
restoration of such outages. Failure to comply with the applicable requirements may lead to civil penalties. Furthermore, prior
to constructing a new tower or, in some instances, the modification of existing towers, we may be required to seek environmental
review in accordance with the National Environmental Policy Act of 1969, as amended ("NEPA”). The FCC has promulgated
regulations implementing NEPA which require entities to determine the potential environmental impact of the proposed tower construction
before proceeding with the construction. Again, these requirements may increase the costs associated with new tower constructions
or modifications of existing towers.



Local Regulations



The U.S. Telecommunications Act of 1996
amended the Communications Act of 1934 to preserve state and local zoning authorities' jurisdiction over the siting of communications
towers. The law, however, limits local zoning authority by prohibiting actions by local authorities that discriminate between different
service providers of wireless services or ban altogether the provision of wireless services. Additionally, the law prohibits state
and local restrictions based on the environmental effects of radio frequency emissions to the extent the facilities comply with
FCC regulations.



Local regulations include city and other
local ordinances (including subdivision and zoning ordinances), approvals for construction, modification and removal of towers,
and restrictive covenants imposed by community developers. These regulations vary greatly, but typically require us to obtain approval
from local officials prior to tower construction. Local zoning authorities may render decisions that prevent the construction or
modification of towers or place conditions on such construction or modifications that are responsive to community residents' concerns
regarding the height, visibility and other characteristics of the towers. To expedite the deployment of wireless networks, the
FCC issued a declaratory ruling in November 2009 establishing timeframes for the review of applications by local and state governments
of 90 days for co-locations and 150 days for new tower construction. If a jurisdiction fails to act within these timeframes, the
applicant may file a claim for relief in court. Notwithstanding this declaratory ruling, decisions of local zoning authorities
may also adversely affect the timing and cost of tower construction and modification.



Additionally, we are subject to federal,
state and local laws related to management, use, storage, disposal, emission, and remediation of, and exposure to, hazardous and
non-hazardous substances and wastes. We have compliance programs and monitoring projects to help assure we are in compliance with
applicable environmental laws.



8







Available Information



Our website address is www.cigwireless.com.
Information on our website is not incorporated by reference into this Form 10-K and should not be considered a part of this Report.
We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and all amendments to those reports in addition to other SEC reports as soon as reasonably practicable after such
material is electronically filed with or furnished to the SEC.



Members of the public may read and copy
any materials which the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well
as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.



You
may also request a copy of our filings at no cost, by writing or telephoning our Company at:



CIG Wireless Corp.

11120 South Crown Way, Suite 1

Wellington, FL 33414

Telephone No.: 561-701-8484

Attention:  Paul McGinn, Chief Executive
Officer



9







ITEM 1A. RISK FACTORS



You should consider carefully the following
risks and uncertainties and other information contained in this Report, including our financial statements and accompanying notes,
when reading this Report. If any of the following risks actually occurs, our business, financial condition and results of operations
could be materially and adversely affected. In that event, the trading price of our Common Stock could decline. Although we believe
that we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties
that are not presently known or that are not currently believed to be significant that may adversely affect our performance or
financial condition.



Risks Related to the Proposed Merger



Failure to complete the Merger could
negatively affect our share price, future business and financial results.



Completion of the Merger is not assured
and is subject to risks, including the risks that certain closing conditions will not be satisfied. If the Merger is not completed,
our share price and ongoing business and financial results may be adversely affected and we will be subject to several risks, including:



| | · | having to pay certain significant transaction
costs relating to the Merger without receiving the benefits of the Merger; and
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | potentially
                                         having to pay a termination fee of $4.0 million plus reimbursement of up to $1.0 million
                                         of Parent’s expenses in certain circumstances set forth in the Merger Agreement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





We will be subject to various uncertainties
and contractual restrictions while the Merger is pending that could adversely affect our financial results.



Uncertainty about the effect of the Merger
on employees, service providers, suppliers and customers may have an adverse effect on us. These uncertainties may impair our ability
to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, and could cause
service providers, customers, suppliers and others who deal with us to seek to change existing business relationships with us.
Employee retention and recruitment may be particularly challenging prior to completion of the Merger, as employees and prospective
employees may experience uncertainty about their future roles with the combined company.



The pursuit of the Merger and the preparation
for the integration of the two companies may place a significant burden on management and internal resources. Any significant diversion
of management’s attention away from ongoing business could affect our financial results or the financial results of the combined
company.



In addition, the Merger Agreement restricts
us from taking certain specified actions while the Merger is pending without first obtaining Parent’s prior written consent.
These restrictions may limit us from pursuing attractive business opportunities and making other changes to our business prior
to completion of the Merger or termination of the Merger Agreement.



Shareholder litigation against us
could result in an injunction preventing completion of the Merger, the payment of damages in the event the Merger is completed
and/or may adversely affect the combined company’s business, financial condition or results of operations following the Merger.



Transactions such as the Merger are often
subject to lawsuits by stockholders. One of the conditions to the closing of the Merger is that no law or order that has been enacted
or issued by any court of competent jurisdiction government entity that has the effect of prohibiting the consummation of the Merger.
Consequently, if any lawsuit is successful in obtaining an injunction prohibiting us or Parent from consummating the Merger on
the agreed upon terms, the injunction may prevent the Merger from being completed within the expected timeframe, or at all. Furthermore,
if the Merger is prevented or delayed, the lawsuits could result in substantial costs, including any costs associated with the
indemnification of directors.





The Company and its majority stockholder
have recently received several e-mails and correspondence from stockholders of the Company containing allegations against the Company
and its board of directors with respect to the Merger. To our knowledge, as of the date of this report on Form 10-K, no lawsuits
have been filed in connection with these matters; however, the Company intends to vigorously defend any such lawsuit if and when
filed.





10







If the Merger is not completed or
we are not otherwise acquired, we will consider other strategic alternatives which are subject to risks and uncertainties.



If the Merger is not completed, our board of directors will
review the various alternatives available to us, including, among others, continuing as a public company, seeking additional financing
from existing or new sources, or attempting to implement a sale to either a financial or strategic buyer. These alternative transactions
may involve various additional risks to our business, including, among others, distraction of our management team and associated
expenses, our ability to consummate any such alternative transaction, our ability or a potential buyer's ability to access capital
on acceptable terms or at all and other variables which may adversely affect our operations.



Risks Related to Our Business



We may not be able to execute on our business plan and
opportunities.



In order to execute on our business plan
and strategy, we need to continue to grow our portfolio of assets and customer base. Our ability to successfully do that could
be affected by one or more of the following factors:



| | · | our ability to manage our tenants efficiently
and in a manner that satisfies the market expectations;
| | - | -----------------------------------------------------------------------------------------------------



| | · | our ability to successfully build our
towers according to the required specifications of our tenants;
| | - | -----------------------------------------------------------------------------------------------------



| | · | our ability to remain in compliance with
federal and local laws and regulations;
| | - | --------------------------------------------------------------------------------



| | · | our ability to raise additional capital
to support our portfolio growth;
| | - | ------------------------------------------------------------------------



| | · | our ability to effectively manage the
growth and expansion of our business operations and without incurring excessive costs or damage to our customer relationships;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | although the tower business is not seasonal,
there are fluctuations in the availability of towers for acquisition on the market from time-to-time; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our Company, like all of our competitors,
is bound to the tower build plans of the various carriers, which are subject to numerous variables outside our control, including
the general economy, carrier cash flow, regulatory issues, and consolidation of the wireless industry.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our failure to effectively manage any of
these factors could have an adverse impact on our business operations, consolidated financial position, statements of operations
and cash flows.



If our business strategy is unsuccessful,
we will not be profitable and our stockholders could lose their investment.



There is no guarantee that our business
strategy will be successful and profitable to our Company. If our strategy is unsuccessful, our stockholders could lose their investment.



We will need to raise additional
capital in order to support our growth and expansion of our operations, which may not be available to us or might not be available
on favorable terms.



As of December 31, 2014, we had a Credit
Facility (as defined in “Liquidity and Capital Resources” in Item 7 below) commitment from Macquarie (as defined in
“Liquidity and Capital Resources” in Item 7 below) on which we have drawn $41.5 million.The
Credit Facility can be increased up to $150 million for purposes of financing qualified assets, provided that the Borrower satisfies
the applicable terms and conditions for such borrowings under the Credit Facility.



The Credit Facility has a high rate of
interest, and the Preferred Stock rights of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC
(together, the “Fir Tree Investors”), as the Series A Holders have high dividend rate requirements. In addition, the
Credit Facility and the terms of the investments by the Fir Tree Investors restrict the Company’s ability to access lower
cost capital. These conditions could make it difficult to raise additional capital.



We may need additional funds to implement
our business plan to expand our operations as our business model requires significant capital expenditures. Our future capital
requirements will depend on a number of factors, including our ability to grow our revenues and effectively manage our business
and customer base. Our growth will depend upon our ability to raise additional capital, possibly through the issuance of our equity
securities in private or public transactions or through short-term or long-term borrowings. If we are successful at raising equity
capital, the ultimate use of the proceeds may vary substantially from our current plans. We expect that our management will have
considerable discretion over the use of equity proceeds. In addition, raising additional capital may have an adverse impact on
our current stockholders. If we are unable to raise the needed funds, we may not be able to grow our business and that may lead
us to discontinue our operations.



11







Indebtedness may burden us with high
interest payments and highly restrictive terms which could adversely affect our business.



We intend to borrow additional amounts
under the Credit Facility to expand our operations, which, together with our existing indebtedness, could result in the Company
having a significant amount of indebtedness. Carrying a significant amount of indebtedness could increase the possibility that
we may be unable to generate sufficient revenues to service the payments on indebtedness, when due, including principal, interest
and other amounts, and to satisfy our other liabilities as they become due.



Our strategy for growth may include
joint ventures, strategic alliances, mergers and acquisitions and other opportunities for integration, which could be difficult
to manage.



The successful execution of our growth
strategy may depend on many factors, including identifying suitable target companies or partners, negotiating acceptable terms,
successfully consummating the transactions or establishing the corporate relationships and obtaining any required financing on
acceptable terms. We may be exposed to risks that we may incorrectly assess opportunities for growth or new businesses and technologies.
We could face difficulties and unexpected costs as a result of the consummation of transactions, or the establishment of corporate
relationships, in furtherance of our growth strategy.



We may acquire towers in foreign countries
which would add additional risks including political, regulatory and economic risks related to specific countries as well as currency
risks.



Should we expand our operations outside
of the United States, we will be exposed to additional risks.



To date, we do not have any international
operations or plans to operate outside of the United States.  We are exploring the possibility of such expansion.  Any
international expansion initiatives we may undertake will subject the Company to additional risks and uncertainty, including unpredictable
legal regulations, political and economic turmoil and foreign currency risks.



We are pursuing acquisitions that
we believe complement our existing operations but which involve risks that could adversely affect our business.



As we continue to acquire communications
sites in our existing markets and expand into new markets, we are subject to a number of risks and uncertainties, including not
meeting our return on investment criteria and financial objectives, increased costs, assumed liabilities and the diversion of managerial
attention due to acquisitions. In addition, any future acquisition could result in significant costs, the incurrence of additional
debt or the issuance of equity securities to fund the acquisition, and the assumption of contingent or undisclosed liabilities,
all of which could materially adversely affect our business, financial condition and results of operations. In connection with
any future acquisition, we will generally seek to minimize the impact of contingent and undisclosed liabilities by obtaining indemnities
and warranties from the seller. However, these indemnities and warranties, if obtained, may not fully cover the liabilities due
to their limited scope, their amount or duration, the financial limitations of the indemnitor or warrantor, or for other reasons.



Acquisitions involve risks that could adversely
affect our business including the diversion of management time from operations and difficulties integrating the operations of acquired
businesses. Achieving the benefits of acquisitions depends in part on integrating operations, communications tower portfolios and
personnel in a timely and efficient manner. In addition, the integration of businesses may significantly burden management and
our internal resources.



Integration may be difficult and unpredictable
for many reasons, including, among other things, differing systems and processes, potential cultural differences, and conflicting
policies, procedures and operations.



We will continue to consider strategic
acquisitions, some of which are larger than those previously completed and which could be material to our business. Delays or other
operational or financial problems that interfere with our operations may result. If we fail to implement proper overall business
controls for companies or assets we acquire or fail to successfully integrate these acquired companies or assets in our processes,
our financial condition and results of operations could be adversely affected. In addition, it is possible that we may incur significant
expenses in the evaluation and pursuit of potential acquisitions that may not be successfully completed.



12







We may incur goodwill and other long-lived
assets impairment charges, which could result in a significant reduction to our earnings.



In accordance with accounting principles
generally accepted in the United States (“GAAP”), we are required to assess our goodwill and other long-lived assets
annually or more frequently in the event of circumstances indicating potential impairment to determine if they are impaired. These
circumstances could include a decline in our actual or expected future cash flows or income, a significant adverse change in the
business climate, a decline in market capitalization, or slower growth rates in our industry, among others. If the testing performed
indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between
the carrying value of the goodwill or other long-lived assets and the implied fair value of the goodwill or other intangible assets
in the period the determination is made.



During the year ended December 31, 2014,
we recorded an impairment charge of $0.7 million related to abandoned site projects. Furthermore, we may be required to record
impairment charges for our goodwill or for other long-lived assets in the future. These charges could be significant, which could
have a material adverse effect on our business, results of operations or financial condition.



We generate revenues from a small
number of customers and the loss of any of our customers could have an adverse effect on our business.



During the year ended December 31, 2014,
we had three customers each making up 10% or more of total revenue. The customers individually made up 48%, 11% and 10% of total
revenues. A substantial portion of our operating revenues is derived from a small number of customers. If any of these customers
is unwilling or unable to perform its obligations under our current sublease agreements, our revenues, results of operations, financial
condition and liquidity could be materially and adversely affected. In the ordinary course of our business, we may occasionally
experience disputes with our customers, including disputes regarding the interpretation of terms of the sublease agreements. Such
disputes could possibly lead to a termination of the agreements with our customers or a material modification of the terms of those
subleases, either of which could have a material adverse effect on our business, results of operations and financial condition.
If we are forced to resolve any of these disputes through litigation, our relationship with the applicable customer could be terminated
or damaged, which could lead to decreased revenues or increased costs, which could have a material adverse effect on our business,
results of operations and financial condition.



Our Credit Facility limits our ability
to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to
comply with our covenants under the Credit Facility, our debt could be accelerated.



The Credit Facility requires us to maintain
compliance with certain debt covenants which include a debt service coverage ratio and other affirmative and negative covenants.
As a result,



| | · | we may be more vulnerable to general adverse
economic and industry conditions;
| | - | ------------------------------------------------------------------------------



| | · | we may find it more difficult to obtain
additional financing to fund other general corporate requirements;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | we may have limited flexibility in planning
for, or reacting to, changes in our business and in the industry;
| | - | -------------------------------------------------------------------------------------------------------------



| | · | we may have a competitive disadvantage
relative to other companies in our industry with less debt;
| | - | --------------------------------------------------------------------------------------------------



| | · | we may be required to issue equity securities
or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, in order to meet payment obligations;
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | we may be limited in our ability to take
advantage of strategic business opportunities, including wireless infrastructure development and mergers and acquisitions.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we fail to comply with the debt covenants
or make the principal or interest payments under the Credit Facility, we will be in default under the Credit Facility, which would
cause the maturity of a substantial portion of our long-term indebtedness to be accelerated. If we are in default under the Credit
Facility, Macquarie could seek to foreclose the collateral securing the Credit Facility, in which case we could lose the wireless
infrastructure, including the associated revenues, securing the Credit Facility which is the majority of our assets. In addition,
we will incur additional default interest on the indebtedness of 2%.



13







If our tenants choose not to exercise
their rights in renewing the sublease agreements at the end of any term, our cash flows derived from these towers would decrease
which may adversely impact our financial position, results of operations and cash flows.



Our revenue is generated through sublease
agreements we have entered into with our tenants. The initial term of these agreements generally range from 5 to 10 years and provide
for renewal terms of five years each. If our tenants choose not to extend the terms of their agreements, our revenue will decrease
which could adversely affect our financial position, results of operations and cash flows.



We could suffer adverse tax or other
financial consequences if taxing authorities do not agree with our tax positions.



Our U.S. federal and state tax returns
may be audited by the U.S. Internal Revenue Service (the “IRS”). An audit may result in the challenge and disallowance
of deductions claimed by us. Further, an audit could lead to an audit of one or more of the Company’s investors and ultimately
result in attempts to adjust investors’ tax returns with respect to items unrelated to the Company. We are unable to guarantee
the deductibility of any item that we acquire. We will claim all deductions for federal and state income tax purposes which we
reasonably believe that we are entitled to claim. In particular, we will elect to treat as an expense for tax purposes all interest,
management fees, taxes and insurance. The IRS may disallow any of the various elements used in calculating our expenses, thereby
reducing federal income tax benefits of an investment. To the extent that any challenge or disallowance is raised in connection
with a tax return filed by an individual shareholder, the cost of any audit and/or litigation resulting therefrom would be born
solely by the affected shareholder. In the event the IRS should disallow any of our deductions, the Board, in its sole discretion,
will decide whether to contest such disallowance. No assurance can be given that in the event of such a contest the deductions
would be sustained by the courts. If the disallowance of any deductions results in an underpayment of tax, investors could also
be responsible for interest on the underpayments.



We have a history of loss and will
continue to incur operating losses for the foreseeable future.



Our current business model was launched
in December 2011. We recorded a net loss of $7.4 million for the year ended December 31, 2014 and have accumulated losses of $68.1
million as of December 31, 2014. As a result of these conditions, the report of our independent accountants issued in connection
with the audit of our financial statements as of and for our fiscal year ended December 31, 2014 contained a qualification raising
a substantial doubt about our ability to continue as a going concern. We cannot anticipate when, if ever, our operations will become
profitable. We expect to incur significant net losses as we develop our network, expand our markets, construct new towers, and
acquire existing towers. We intend to invest significantly in our business before we expect cash flow from operations to be adequate
to cover our operating expenses. If we are unable to execute our business strategy and grow our business, either as a result of
the risks identified in this section or for any other reason, our business, financial condition, results of operations and cash
flows will be adversely affected.



If our tenants consolidate or merge
with each other to a significant degree, our growth, revenue and ability to generate positive cash flows could be materially and
adversely affected.



Significant consolidation among our tenants
may result in the decommissioning of certain existing communications sites, because certain portions of these tenants’ networks
may be redundant, and a reduction in future capital expenditures in the aggregate, because these tenants’ expansion plans
may be similar. Previous combinations have led to situations where the combined companies either rationalized or have announced
plans to rationalize duplicative parts of their networks, which may result in the decommissioning of certain equipment on our communications
sites.  In addition, certain combined companies have undergone or are currently undergoing changes to their networks, and
these and other tenants could determine not to renew leases with us as a result. Our future results may be negatively impacted
if a significant number of these leases are terminated, and our ongoing contractual revenues would be reduced. As a result, similar
consequences might occur if wireless service providers engage in extensive sharing, roaming or resale arrangements as an alternative
to leasing on our communications sites.



Due to the long-term expectations
of revenue growth from tenant leases, changes in the creditworthiness and financial strength of our tenants may have an adverse
impact on our business.



Due to the long-term nature of our tenant
leases, the Company, like others in the tower industry, depends on the continued financial strength of our tenants. Many wireless
service providers operate with substantial leverage. In addition, many of our current and potential tenants rely on capital raising
activities to fund their operations and capital expenditures and the downturn in the economy and the disruptions in the financial
and credit markets have periodically made it more difficult and more expensive to raise capital. If our current or potential tenants
are unable to raise adequate capital to fund their business plans, they may reduce their spending, which could materially and adversely
affect demand for our communications sites and our network services business. If, as a result of a prolonged economic downturn
or otherwise, one or more of our significant tenants experienced financial difficulties or filed for bankruptcy, it could result
in uncollectible accounts receivable and an impairment on certain site-related assets. In addition, it could result in the loss
of significant tenants and all or a portion of our anticipated lease revenues from certain tenants, all of which could have a material
adverse effect on our business, results of operations, financial condition and cash flows.



14







We will need the consent of certain
third parties who own or control real property in connection with the acquisition of certain towers and consent in the case of
sale or disposition of certain towers.



The Company must secure the consent of
certain third parties who own or control real property in order to qualify towers for acquisition using funds from our Credit Facility.
While we anticipate that we will be able to secure such consents, the failure to do so could impair our operations and could have
a material adverse effect on our business and results of operations, financial condition and cash flows. We also expect to be required
to secure consents when we sell or otherwise dispose of certain tower assets where the underlying real property is owned or controlled
by third-parties. The absence of such consents could adversely affect dispositions of our assets.



Loss of key personnel could impair
our success.



We benefit from the leadership, experience
and business relationships of our senior management team, and we depend on their continued services in order to successfully implement
our business strategy. Although we have entered into an employment agreement with our Chief Executive Officer and Chief Financial
Officer, they and other key personnel may not remain in our employment. The loss of key personnel or our inability to attract new
personnel could have a material adverse effect on our business, financial position, results of operations or cash flows.



Our internal control over financial
reporting and our disclosure controls and procedures may not prevent all possible errors that could occur. Internal control over
financial reporting and disclosure controls and procedures no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system’s objective will be met.



A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be satisfied.
Internal control over financial reporting and disclosure controls and procedures are designed to give a reasonable assurance that
they are effective to achieve their objectives. We cannot provide absolute assurance that all of our possible future control issues
will be detected. These inherent limitations include the possibility that judgments in our decision making can be faulty, and that
isolated breakdowns can occur because of simple human errors or mistakes. The design of our system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely
in achieving our stated goals under all potential future or unforeseeable conditions. Because of inherent limitations in a cost-effective
control system, misstatement due to an error could occur and not be detected.



As of the end of the period covered under
this Report, we made evaluations of our internal control over financial reporting and our disclosure controls and procedures which
included a review of the objectives, design, implementation and effects of the controls and information generated for use in our
periodic reports. We assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 and found
that material weaknesses existed in our internal control over financial reporting. Our assessment identified the following material
weaknesses in our internal control over financial reporting:



| | 1. | Deficiencies in maintaining effective entity-level controls related to financial reporting. Specifically,
we have not developed and effectively communicated to our employees a formalized accounting policies and procedures manual which
could result in inconsistent practices.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For details regarding the remediation plan
of this material weakness, refer to Item 9A – “Controls and Procedures”of this Report. While we
are in the process of remediating the material weakness identified by us and our independent registered public accounting firm,
we cannot assure that such remediation will be effective or that there will not be additional material weaknesses and significant
deficiencies that our independent registered public accounting firm or we will identify. If we continue to have deficiencies in
our internal control over financial reporting or if we are unable to produce accurate and timely financial statements, our stock
price may be adversely affected and we may be unable to maintain compliance with applicable securities laws and listing requirements.



Risks Related to our Industry



Decrease in demand for our communications
sites would materially and adversely affect our operating results and we have no control over that demand.



Many of the factors affecting the demand
for our communications sites could materially and adversely affect our operating results. Those factors include:



| | · | a decrease in consumer demand for wireless
services due to general economic conditions or other factors;
| | - | --------------------------------------------------------------------------------------------------------



15







| | · | the financial condition of wireless service
providers;
| | - | ------------------------------------------------------



| | · | the ability and willingness of wireless
service providers to maintain or increase capital expenditures on network infrastructure;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | · | the growth rate of wireless communications
or of a particular wireless segment;
| | - | -------------------------------------------------------------------------------



| | · | governmental licensing of spectrum;
| | - | -----------------------------------



| | · | mergers or consolidations among wireless
service providers;
| | - | -----------------------------------------------------------



| | · | increased use of network sharing, roaming
or resale arrangements by wireless service providers;
| | - | -----------------------------------------------------------------------------------------------



| | · | delays or changes in the deployment of
next generation wireless technologies;
| | - | -----------------------------------------------------------------------------



| | · | zoning, environmental, health or other
government regulations or changes in the application and enforcement thereof; and
| | - | ------------------------------------------------------------------------------------------------------------------------



| | · | technological changes.
| | - | ----------------------



Any downturn in the economy or disruption
in the financial and credit markets could impact consumer demand for wireless services. If wireless service subscribers significantly
reduce their minutes of use, or fail to widely adopt and use wireless data applications, our wireless service provider tenants
could experience a decrease in demand for their services. As a result, they may scale back their business plans or otherwise reduce
their spending, which could materially and adversely affect leasing demand for our communications sites and our network development
services business, which could have a material adverse effect on our business, results of operations, financial condition and cash
flows.



Increasing competition may adversely
impact our ability to grow our business.



Our industry is highly competitive, and
our tenants have other alternatives for leasing antenna space. We currently intend to grow our portfolio of assets, through construction
of towers and the acquisition of new tower portfolios. Our ability to meet these growth targets significantly depends on our ability
to acquire existing towers that meet our credit facility requirements. Increased competition for acquisitions may result in fewer
acquisition opportunities for us, higher acquisition prices, and increased difficulty in negotiating and consummating agreements
to acquire such towers. Furthermore, to the extent that the tower acquisition opportunities are for significant tower portfolios,
other companies in our industry are significantly larger and have greater human and capital resources. If we are not able to successfully
address these challenges, we may not be able to grow our tower portfolio as expected which may adversely affect our financial position,
results of operations and cash flows.



New technologies or changes in a
tenant’s business model could make our tower leasing business less desirable and result in decreasing revenues.



The development and implementation of new
technologies designed to enhance the efficiency of wireless networks or changes in a tenant’s business model could reduce
the need for tower-based wireless services which would decrease demand for tower space, or reduce obtainable lease rates. Examples
of such technologies include spectrally efficient air access technologies which potentially can relieve some network capacity problems
and could reduce the demand for tower-based antenna space. Additionally, certain complementary network technologies, such as femtocells,
could offload a portion of network traffic away from the traditional tower-based networks, which would reduce the need for carriers
to add more equipment at certain communications sites. Moreover, the emergence of alternative technologies could reduce the need
for tower-based broadcast services transmission and reception. For example, the growth in delivery of wireless communication, radio
and video services by direct broadcast satellites could materially and adversely affect demand for additional antenna space. The
development and implementation of any of these and similar technologies to any significant degree or changes in a tenant’s
business model could have a material adverse effect on our business, results of operations, financial condition and cash flows.



New wireless technologies may not
deploy or be adopted by customers as rapidly or in the manner projected.



There can be no assurance that new wireless
services and technologies, such as 4G LTE, will be introduced or deployed as rapidly or in the manner projected by the wireless
or broadcast industries. In addition, demand and customer adoption rates for such new technologies may be lower or slower than
anticipated for numerous reasons. As a result, growth opportunities and demand for our towers as a result of such technologies
may not be realized at the times or to the extent anticipated.



Our network services business has
historically experienced significant volatility in demand, which reduces the predictability of our results.



The operating results of our network services
business for any particular period may vary significantly and should not necessarily be considered indicative of longer-term results
for this activity. Our network services business may be adversely impacted by various factors including competition, economic weakness
and uncertainty, our market share, and changes in the type and volume of work performed.



16







A wireless communications industry
slowdown or a reduction in carrier network investment may materially and adversely affect our business including demand for our
communication towers and network services.



Historically, the amount of our customers'
network investment is cyclical and has varied based upon the various matters described in these risk factors. Changes in carrier
network investment typically impact the demand for our towers. As a result, changes in carrier plans such as delays in the implementation
of new systems, new technologies or plans to expand coverage or capacity may reduce demand for our towers. Furthermore, the wireless
communication industry could experience a slow down or slowing growth rates as a result of numerous factors, including a reduction
in consumer demand for wireless services and general economic conditions. There can be no assurance that the weakness and uncertainty
in the current economic environment will not adversely impact the wireless communications industry, which may materially and adversely
affect our business, including by reducing demand for our towers and network services. In addition, such a slowdown may increase
competition for site rental customers and network services. A wireless communications industry slowdown or a reduction in carrier
network investment may materially and adversely affect our business, results of operations, financial position and cash flows.



Our expansion plans may be impacted
by a lack of towers to acquire.



In some cases, demand for towers may exceed
supply. This may adversely affect our plans to acquire towers from third parties at economically advantageous prices. There is
no certainty that such demand will continue or that we will be able to acquire third party towers at reasonable prices, if at all.



Our business is subject to government
regulations and changes in failure to comply with current regulations or changes in current or future laws or regulations could
adversely impact our business.



Our business is subject to federal, state
and local regulations. Failure to comply with the federal and state regulations may lead to civil penalties or require us to assume
indemnification obligations or breach contractual provisions. In addition, in certain jurisdictions, these regulations could be
applied or enforced retroactively. Local zoning authorities and community organizations are often opposed to construction of communications
sites in their communities and these regulations can delay, prevent or increase the cost of new tower construction, modifications,
additions of new antennas to a site or site upgrades, thereby limiting our ability to respond to customer requests and requirements.
These factors could materially and adversely affect our business, results of operations, financial condition and cash flows.



We could have liability under environmental
laws.



Our operations, like those of other companies
engaged in similar businesses, are subject to the requirements of various federal, state and local environmental and occupational
safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation
of, and exposure to, hazardous and non-hazardous substances, materials and wastes. As the owner, lessee or operator of real property
and facilities, we may be liable for substantial costs of investigation, removal or remediation of soil and groundwater contaminated
by hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination.
We may also be liable for certain costs of remediating contamination at third party sites to which we sent waste for disposal,
even if the original disposal may have complied with all legal requirements at the time. Many of these laws and regulations contain
information reporting and record keeping requirements. We cannot provide assurance that we will be able to maintain compliance
with all environmental requirements. We may be subject to potentially significant fines or penalties if we fail to comply with
any of these requirements. The requirements of these laws and regulations are complex, change frequently, and could become more
stringent in the future. In certain jurisdictions, these laws and regulations could be applied or enforced retroactively. It is
possible that these requirements will change or that liabilities will arise in the future in a manner that could have a material
adverse effect on our business, results of operations and financial condition.



Our towers may be affected by natural
disasters and other unforeseen damage for which our insurance may not provide adequate coverage.



Our towers are subject to risks associated
with natural disasters, such as ice and wind storms, tornadoes, floods, hurricanes and earthquakes, as well as other unforeseen
damage. Any damage or destruction to the towers as a result of these or other events could impact our ability to provide services
to our tenants and could materially and adversely impact our results of operations or financial condition. While we maintain insurance
coverage for natural disasters, such insurance may not be adequate to cover the associated costs of repair or reconstruction for
a major future event. If we are unable to provide services to tenants as a result of damage to the towers, it could lead to customer
loss, resulting in a corresponding material adverse effect on our business, results of operations financial condition and cash
flows.



17







Our costs could increase and our
revenues could decrease due to perceived health risks from radio emissions, especially if these perceived risks are substantiated.



Public perception of possible health risks
associated with cellular and other wireless communications technology could slow the growth of wireless companies, which could
in turn slow our growth. In particular, negative public perception of, and regulations regarding, these perceived health risks
could slow the market acceptance of wireless communications services and increase opposition to the development and expansion of
tower sites. The potential connection between radio frequency emissions and certain negative health effects has been the subject
of study by the scientific community in recent years, and health-related lawsuits have been filed against wireless carriers and
wireless device manufacturers. If a scientific study or court decision resulted in a finding that radio frequency emissions pose
health risks to consumers, it could negatively impact the market for wireless services, as well as tower tenants, which could materially
and adversely affect our business, results of operations, financial condition and cash flows.



Risks Related to Ownership of our Common
Stock



We do not anticipate paying cash
dividends on our Common Stock.



We do not anticipate paying cash dividends
on our Common Stock in the foreseeable future. We intend to retain any cash flow we generate for investment in our business. As
a result, our stockholders may not receive any return on an investment in our Common Stock unless they sell our common stock for
a price greater than that which they paid for it. Moreover, as further described below, investors may not be able to resell their
shares of Common Stock at or above the price they paid for them, if at all. Any determination to pay dividends on our Common Stock
in the future will be at the discretion of the Board and will depend on, among other things, our results of operations, financial
condition, restrictions imposed by applicable law, business and investment strategy, contractual limitations and other factors
that the Board may deem relevant. In addition, pursuant to the Company’s Credit Facility with Macquarie, the Company’s
subsidiary CIG Comp Tower, LLC, the borrower under the Credit Facility, may not use funds under the Credit Facility for the payment
of any dividends to the holders of the Company’s equity securities.



Investors may not be able to resell
their shares of Common Stock.



Our shares of Common Stock have a trading
symbol and are traded on the over the counter bulletin board, but have not actively traded in substantial volumes. Investors may
not be able to sell or trade their Common Stock, with the consequence that they may have to hold shares for an indefinite period
of time. There are legal restrictions on the resale of the shares of Common Stock, including penny stock regulations under the
U.S. Federal Securities Laws.



Our Common Stock is currently subject to
the penny stock rules under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(the “Exchange Act”). These rules regulate broker/dealer practices for transactions in “penny stocks.”
Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver
a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the
customer's account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to
the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with
the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers
who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome
and may reduce the trading activity in the market for our Common Stock. As long as the Common Stock is subject to the penny stock
rules, our shareholders may find it more difficult to sell their shares.



18







The Company has not yet been able
to complete a required audit of the financial statements of STAR and Liberty Towers.



On August 7, 2013, the Company filed a
Current Report on Form 8-K with the SEC reporting the acquisitions of towers from STAR and Liberty Towers. On October 18, 2013,
the Company amended such Current Report on Form 8-K to present the financial statements of STAR and Liberty Towers, LLC (“Liberty
Towers”). In addition, on December 23, 2013, the Company filed a Current Report on Form 8-K to disclose the acquisition of
14 antenna towers from STAR. On March 5, 2014, the Company amended such Current Report on Form 8-K to present the financial statements
of STAR. The Company was required to present audited financial statements for STAR and Liberty Towers, however, the Company was
only able to file unaudited financial statements. The Company’s inability to file audited financial statements may prevent
the Company from filing a Registration Statement with the SEC for a period of two fiscal years. This may adversely impact the Company’s
ability to raise money in public capital markets.



The holders of the Series A-1 Preferred
Stock will have significant rights to determine the management of the Company, and may choose to make decisions about the operation
of the Company which are different from those of the holders of Common Stock.



The holders of the Series A-1 Preferred
Stock do not have general voting rights, however, as long as any shares of the Series A-1 Preferred Stock remain outstanding, the
holders of a majority of the outstanding shares of the Series A-1 Preferred Stock, voting as a separate class, are entitled to
elect two directors of the Company, or upon the occurrence of certain events of default set forth in the Purchase Agreement entered
into between the Company and the Fir Tree Investors, four directors of the Company, whereupon the size of the Board shall automatically
increase from five to seven. The Fir Tree Investors have elected Messrs. Scott Troeller and Jarret Cohen, both executives of Fir
Tree Inc., to the Board.



Additionally, so long as any shares of
the Series A-1 Preferred Stock or the Series A-2 Preferred Stock are outstanding and subject to certain exceptions, the Company
has agreed to extensive limitations on its permitted activities without the approval of the Fir Tree Investors. These limitations,
subject to certain exceptions, include limitations and restrictions regarding amendments to the Company’s Articles of Incorporation,
Bylaws, or Series A Certificate of Designation; the issuance or authorization of certain securities; the Company’s ability
to satisfy its obligations or to honor the exercise of any rights of the Fir Tree Investors; the redemption, purchase or acquisition
of shares of Common Stock; the acquisition of properties; the commencement of new businesses; declaring bankruptcy; the annual
budget and business plan of the Company; the making of large expenditures by the Company; changes to the number of the Company’s
directors; the borrowing of funds; the guaranteeing or forgiveness of debt; certain transferring of funds between affiliates; the
payment of dividends; the hiring and firing of a Chief Executive Officer; and the amendment of the charter or other operating documents
of any subsidiary of the Company.



The rights of the Series A-1 Preferred
Stock and Series A-2 Preferred Stock are set forth in the Series A Certificate of Designation, described in further detail in the
Current Report on Form 8-K the Company filed with the SEC on August 7, 2013.



The Fir Tree Investors may choose to make
decisions which other stockholders of the Company will not agree with, including decisions regarding the leadership, management
and direction of the Company.



As a result of the Fir Tree Investors’
control of a significant portion of the Company’s voting securities, it will be difficult for other holders of the Company’s
securities to effect a change of control of the Company.



The Fir Tree Investors have acquired, and
now exercise voting control over, a majority of the Company’s issued and outstanding voting securities.  The holders
of Series A-2 Preferred Stock are entitled to vote on all matters on which the holders of Common Stock may vote, in the same manner
and with the same effect as the holders of Common Stock, voting together with the holders of Common Stock as a single class. 
In addition, each recipient of the Restricted Stock has appointed Fir Tree Inc. to act as his or her proxy and attorney-in-fact
to vote all of his or her shares of Restricted Stock with respect to all matters to which he or she is entitled to vote. 
As a result, the Fir Tree Investors will be able to control any required shareholder vote which may occur (including required shareholder
votes concerning changes in control, mergers and acquisitions of the Company).  This concentrated control limits the ability
of holders of the Company’s other securities to influence corporate matters, and as a result, the Company may take actions
which the holders of our other securities do not view as beneficial.  This concentration of control may discourage certain
potential investors from buying our Common Stock and may adversely impact the price of our Common Stock.



19







The Fir Tree
Investors have interests which are different from the holders of the Common Stock.



The Series A-1 Preferred Stock ranks, with
respect to dividend payments and distributions of the Company’s assets upon a bankruptcy or other liquidation event, senior
to (i) the Series A-2 Preferred Stock, the Series B Preferred Stock and the Common Stock, and all other now or subsequently existing
classes and series of capital stock of the Company; and (ii) any other equity or equity-linked securities, unless approved by the
Fir Tree Investors. During the year ended December 31, 2014, the Series A-1 Preferred Stock also ranked senior to the Class A IT2
Interests, the Class A IT5 Interests and the Class A IT9 interests issued by CIG, LLC (all such interests, collectively, the “Class
A Interests”), all of which have since been exchanged into Common Stock.



The holders of the Series A-2 Preferred
Stock will rank senior to other securities of the Company, except the Series A-1 Preferred Stock, with respect to dividend payments
and distributions of the Company’s assets upon a bankruptcy or other liquidation event.



The Fir Tree Investors also have certain
rights to indemnification which may be adverse to the best interests of the holders of the Company’s other securities.



The right of the Series A-1 Preferred
Stock to receive dividends reduces the likelihood that holders of the Company’s other securities will receive dividends.



The holders of Series A-1 Preferred Stock
are entitled to receive cumulative dividends as provided in the Series A Certificate of Designation. Only after all outstanding
Series A-1 Preferred dividends have been paid or declared and set apart in cash for payment, is Common Stock entitled to receive
dividends during any fiscal quarter. This may adversely impact the ability of the holders of the Company’s other securities
to receive dividends. As described above, we do not anticipate paying cash dividends on our Common Stock in the foreseeable future.
We intend to retain any cash flow we generate for investment in our business.



The conversion of shares of Series
A-2 Preferred Stock could adversely impact the trading price of shares of the existing Common Stock.



Each share of the Series A-2 Preferred
Stock is convertible at any time, at the holder’s option, into shares of Common Stock. Should such Series A-2 Preferred Stock
be converted into Common Stock, such dilution of shares may have an adverse impact on the market price of Common Stock.



The holders of the Series A-2 Preferred
Stock have a right of first refusal on future financings by the Company which may lead to further dilution of the holdings of existing
Common Stock.



As long as any shares of Series A-2 Preferred
Stock are outstanding, the Fir Tree Investors have the right to purchase the pro rata share of the securities being issued
and sold in any equity or debt financing transaction by the Company(each, a “Proposed Financing”) on
the terms and conditions of such Proposed Financing. Such share issuances would result in the dilution of the ownership of current
shares of the Common Stock and may have an adverse impact on the market price of the Common Stock.



The Series A-1 Preferred Stock and
Series A-2 Preferred Stock each includes redemption rights which may adversely impact the Company.



Pursuant to the Series A Certificate of
Designation, subject to Nevada law governing distributions to stockholders, all or any portion of the Series A-1 Preferred Stock
will be redeemable at the option of each of the holders of the Series A-1 Preferred Stock after five years or in the event of certain
defaults, at a price described in the Series A Certificate of Designation.



Similarly, pursuant to the Series A Certificate
of Designation, the Series A-2 Preferred Stock will also be redeemable at the option of each of the holders of the Series A-2 Preferred
Stock at any time during the period from five to seven years from issuance or in the event of certain defaults, at a price described
in the Series A Certificate of Designation.



Should the Company be required to make
such redemption payments, the Company may be adversely impacted by such expenses.



20







Upon the occurrence of certain events,
the Fir Tree Investors shall be entitled to receive additional shares of Series A-2 Preferred Stock.



Upon the occurrence of certain events set
forth in the Series A Certificate of Designation, the Fir Tree Investors shall be entitled to receive additional shares of Series
A-2 Preferred Stock. Upon the occurrence of accretion on the Series A-1 Preferred Stock (including without limitation, the issuance
of any Series A-1 Preferred dividends), then the Company will issue to the Fir Tree Investors an aggregate number of shares of
Series A-2 Preferred Stock which would then be convertible into 1.36% of the Common Stock on a fully diluted basis for each $1,000,000
of the applicable adjustment amount and any accretion on the Series A-1 Preferred Stock, in each case, prorated for any portion
of, or partial amount over, such $1,000,000 increment and in accordance with the Series A Certificate of Designation.



Such issuance of additional shares would
have a dilutive effective on the shares of Common Stock.



The Company has agreed to file a
Registration Statement at the demand of the Fir Tree Investors. Should the Company fail to do so, the Company will be obligated
to issue additional shares to the Fir Tree Investors.



The Company and the Fir Tree Investors
entered into a registration rights agreement on August 1, 2013 (the “Registration Rights Agreement”). The Company has
agreed, upon the demand of the Fir Tree Investors, to prepare and file a Registration Statement on Form S-3 (or such other form
as available if Form S-3 is not available) covering the resale of the shares of Common Stock issued or issuable to the Fir Tree
Investors upon conversion of the Series A-2 Preferred Stock. If the Registration Statement is not filed with the SEC within 30
days of a demand for registration or is not declared effective by the SEC within 60 days after filing (subject to certain exceptions)
or the Company is otherwise in breach of the Registration Rights Agreement, the Company shall be subject to liquidated damages
payable to the Fir Tree Investors in the amount of 1.5% of the aggregate purchase price paid by the Fir Tree Investors pursuant
to the Purchase Agreement for the securities to be covered by such Registration Statement.



On August 1, 2013, the Company and the
Fir Tree Investors entered into a stand down agreement (the “Stand Down Agreement”) whereby the Fir Tree Investors
agreed that they would not, during a period ending December 31, 2014, sell, grant, dispose or transfer any shares of Common Stock.
The Stand Down Agreement was filed as an exhibit to the Form 8-K filed with the SEC on August 7, 2013, and is subject to certain
exceptions set forth therein. The Company currently believes that it is unlikely the Fir Tree Investors will exercise their registration
rights during any period in which the Company may not be able to have a Registration Statement declared effective by the SEC due
to the lack of audited STAR or Liberty Tower financial statements. However, there is nonetheless a risk that the Fir Tree Investors
could exercise their registration rights which could then require the Company to pay the liquidated damages if a Registration Statement
cannot be declared effective. Such payments of liquidated damages could have a material adverse effect on our business, operating
results and financial condition.



If we raise additional funds through
the issuance of equity or convertible debt securities, our investors’ ownership could be diluted.



On July 25, 2012, the Board approved the
designation and issuance of up to 1,700,000 shares of new Series B 6% 2012 Convertible Redeemable Preferred Stock from our authorized
preferred stock. In addition, during 2013, we issued 36,039,902 shares of Series A-2 Preferred Stock, and during 2014, we issued
53,162,500 shares of Series A-2 Preferred Stock. Raising funds through the issuance of these equity securities or other convertible
equity or debt securities will reduce the percentage of ownership held by existing holders of Common Stock. These securities or
new securities may contain certain rights, preferences or privileges that are senior to those of our shares of Common Stock. Furthermore,
any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants,
which may limit our operating flexibility with respect to certain business matters.



Grants of Restricted Stock pursuant
to our 2014 Equity Incentive Plan may dilute our investors’ stock ownership.



We may attract and retain employees in
part by offering awards of the Restricted Stock pursuant to our 2014 Equity Incentive Plan. The issuance of the Restricted Stock
in the future will have the effect of reducing the percentage of ownership in the Company of our then existing shareholders. Pursuant
to the Restricted Stock award agreements under the 2014 Equity Incentive Plan, in the event that the Company issues certain securities,
holders of our Restricted Stock are entitled to receive additional shares of Restricted Stock for anti-dilution purposes.



Our stock price may be volatile and
market movements may adversely affect your investment.



The market price of our Common Stock may
fluctuate substantially due to a variety of factors, many of which are beyond our control. Between January 1, 2013 and December
31, 2014, our Common Stock traded as high as $5.00 and as low as $0.22 per share, and on April 13, 2015, the closing price of our
Common Stock was $0.02 per share, as reported on the Over the Counter Bulletin Board. The stock markets in general have experienced
substantial volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations
may adversely affect the market price of our Common Stock. Future sales of shares of our Common Stock by our shareholders could
depress the price of our stock.



21







ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. PROPERTIES



Our principal corporate headquarters are
located at 11120 South Crown Way, Suite 1, Wellington, Florida 33414, which consist of approximately 5,300 square feet, with administrative
support offices also located in Atlanta, Georgia. In addition, as of December 31, 2014, our portfolio of communication towers consists
of 201 towers, of which one tower located in Florida, eight towers located in South Carolina, and one tower located in Alabama,
reside on land that is owned by the Company. The remaining towers reside on leased land.



ITEM 3. LEGAL PROCEEDINGS



We are not subject to any material pending
legal proceedings.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



PART II



| | ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
| | ------- | ------------------------------------------------------------------------------------------------------------



Market Information



Our Common Stock is listed for trading
on the Over the Counter Bulletin Board under the symbol "CIGW". Our shares have only experienced trading activity since
January 2012. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily
represent actual transactions.



|                                 |  | High |      |  | Low |  
|-------------------------------- |  | ---- | ---- |  | --- | -
|Quarter ended March 31, 2013     |  | $    | 5.00 |  |     | $
|Quarter ended June 30, 2013      |  |      | 4.25 |  |     |  
|Quarter ended September 30, 2013 |  |      | 4.50 |  |     |  
|Quarter ended December 31, 2013  |  |      | 3.35 |  |     |  
|                                 |  |      |      |  |     |  
|Quarter ended March 31, 2014     |  |      | 2.10 |  |     |  
|Quarter ended June 30, 2014      |  |      | 1.26 |  |     |  
|Quarter ended September 30, 2014 |  |      | 0.83 |  |     |  
|Quarter ended December 31, 2014  |  |      | 0.64 |  |     |  



On April 13, 2015 the closing price of
our Common Stock was $0.02 per share as reported on the Over the Counter Bulletin Board.



22







Holders of Record



On April 13, 2015, we had 216 shareholders
of record of our Common Stock and 85,047,426 shares issued and outstanding.



Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Securities



All unregistered equity securities sold
by the Company during the period covered by this Report have been previously reported by the Company in a Current Report on Form
8-K or Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission.



Dividends



To date, we have not declared or paid any
cash dividends on our Common Stock and we do not anticipate doing so in the foreseeable future. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, the Board will have the discretion to declare and pay
dividends in the future. In addition, pursuant to the Company’s Credit Facility with Macquarie, the Company’s subsidiary
CIG Comp Tower, LLC, the borrower under the Credit Facility, may not use funds under the Credit Facility for the payment of any
dividends to the holders of the Company’s equity securities.



Payment of dividends in the future will
depend upon the level of our earnings, capital requirements, and other factors, which our Board may deem relevant.



We anticipate the future dividends owed
to the Fir Tree Investors will be paid in Series A-1 Preferred Stock and (as adjustment shares) Series A-2 Preferred Stock instead
of cash pursuant to the Series A Certificate of Designation.



ITEM 6. SELECTED FINANCIAL DATA



We are a smaller reporting company; as
a result, we are not required to report selected financial data disclosures as required by item 301 of Regulation S-K.



ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



You should read the following discussion
together with our consolidated financial statements and the related notes and other financial information included elsewhere in
this Report. The discussion in this Report contains forward-looking statements that involve risks and uncertainties, such as statements
of our plans, objectives, expectations and intentions. The cautionary statement made in this Report should be read and apply to
all related forward-looking statements wherever they appear in this Report. Our actual results will likely differ materially from
those discussed here.



Overview



We are a young and dynamic company that
develops, operates and owns wireless and broadcast communication towers in the United States. Our core business consists of leasing
antenna space on our communication sites via long-term contracts. Our tower infrastructure can accommodate multiple customers for
antennas necessary for the transmission of signals for wireless communication devices. We
seek to increase our site rental revenues by adding more tenants on our wireless infrastructure, acquiring more towers and constructing
new towers.



The following provides some highlights
regarding our site rental business as of December 31, 2014:



| | · | We own 201 wireless communication towers
that are online and in commercial service.
| | - | -----------------------------------------------------------------------------------



| | · | We have a geographical presence in 25
states.
| | - | ---------------------------------------------



| | · | Our customer base consists of major wireless
communicationscarriers, governmental and public entities and utility companies.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | Approximately 94% of our revenues are derived from site rental revenues of our communication towers.
| | - | ----------------------------------------------------------------------------------------------------



23







| | · | The majority of our site rental revenues are recurring in nature and result from long-term contracts
with initial terms ranging between 5 and 10 years with 3-5 renewal options of five years each.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Monthly or annual rent payments from our tenants are subject to escalation rates of up to 4% per
year.
| | - | ------------------------------------------------------------------------------------------------------



We were incorporated in the State of Nevada
in February 2008 and are headquartered in Wellington, Florida, with an additional location in Atlanta, Georgia. Our Common Stock
is currently traded on the Over the Counter Bulletin Board under the symbol “CIGW”.



All of our operations are located in the
United States. We participate in the local tower development industry and conduct our operations principally through our subsidiaries.
Our wholly-owned subsidiaries are “Communications Infrastructure Group, LLC (“CIG, LLC”)”, “CIG Properties,
LLC”, “CIG Services, LLC”, “CIG Towers, LLC”, “CIG BTS Towers, LLC”, “CIG GA Holding,
LLC”, “CIG DT Holding, LLC”, “CIG Comp Tower, LLC”, “Specialty Towers Management, LLC”
and “CIG Solutions, LLC”. Specialty Towers Management, LLC and CIG Solutions, LLC serve as managers to the Company’s
other subsidiaries.



We manage certain towers that are owned
by two related parties. We have acted as the exclusive agent of these related parties and managed the tower sites in accordance
with all outstanding tower site leases, easements, other applicable agreements, and applicable law and industry standards. We receive
a monthly flat fee per tower and a variable lease-up fee from the related parties for the performance of the tower site management
services. Each tower management agreement is governed under the laws of the State of Georgia.



Our tenants lease space on our communication
site infrastructures, where they install and maintain their individual communication network equipment. Our revenue is primarily
generated from tenant leases, and the annual rental payments depend upon numerous factors, including, but not limited to, tower
location, amount of tenant equipment on the tower, ground space required by the tenant and tower capacity usage. Our tenant leases
are generally non-cancellable and have annual rent escalations. Our primary costs typically include ground rent which is subject
to annual or per term escalations, property taxes, insurance, utilities, repairs and maintenance.



Our portfolio of towers consists of towers
that are either acquired on the open market or built through the successful awarding to the Company of carrier tower projects.
We have the ability to add new tenants and new equipment for existing tenants on our sites. Our tenants include large national
wireless carriers that operate national or regional networks including AT&T, Sprint, Verizon Wireless and T-Mobile, and governmental
or public entities and utility companies. Our tenant leases are generally for an initial term that ranges between 5 and 10 years
with 3-5 renewal options of five years each. These lease contracts normally include rent escalation rates of up to 4% per year,
including the renewal periods.



Since our inception in 2008, we have devoted
substantially all of our resources to the construction, development and acquisition of wireless and broadcast communication towers.
We have incurred significant losses since our inception, and as of December 31, 2014, our accumulated deficit was $68.1 million.
We expect to continue to incur operating losses over the near term as we expand our portfolio of towers and our site leasing business.
We will seek to fund our operations through public or private equity or debt financings. Adequate additional financing may not
be available to us on acceptable terms, or at all.



Management anticipates that the Company
will be dependent, for the near future, on loan proceeds received from its credit facility with Macquarie or from other investors.
The Company intends to explore raising additional funds through the private placement of other debt or equity securities, although
its ability to do so is limited by its current credit facility and the rights of the Company’s existing preferred stockholders.
There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable.



24







Results of operations



The following table represents a comparison
of our results of operations for the years ended December 31, 2014 and 2013:



CIG WIRELESS CORP.
and SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS



|                                                                          |  | Years Ended December 31, |            
|------------------------------------------------------------------------- |  | ------------------------ | -----------
|                                                                          |  | 2014                     |            
|Operating revenue:                                                        |  |                          |            
|Rent revenue                                                              |  | $                        | 6,526,900  
|Management fees to related parties                                        |  |                          | 77,077     
|Service revenue                                                           |  |                          | 313,780    
|Total operating revenue                                                   |  |                          | 6,917,757  
|                                                                          |  |                          |            
|Operating expenses                                                        |  |                          |            
|Cost of operations:                                                       |  |                          |            
|Site rental                                                               |  |                          | 1,884,755  
|Other site-related costs                                                  |  |                          | 1,058,663  
|General and administrative expenses                                       |  |                          | 8,577,415  
|Shared services from related parties                                      |  |                          | -          
|Depreciation, amortization and accretion expense                          |  |                          | 4,531,118  
|Impairment loss                                                           |  |                          | 703,744    
|Total operating expenses                                                  |  |                          | 16,755,695 
|                                                                          |  |                          |            
|Loss from operations                                                      |  |                          | (9,837,938 
|                                                                          |  |                          |            
|Other (expenses) income                                                   |  |                          |            
|Interest expense                                                          |  |                          | (3,099,531 
|Interest expense from related parties                                     |  |                          | (68,251    
|Gain on extinguishment of accounts payable                                |  |                          | -          
|Losses allocated to related party investors                               |  |                          | 34,670     
|Losses on modification of non-controlling interest                        |  |                          | -          
|Gain on change in fair value of derivatives                               |  |                          | 7,765,004  
|Total other (expenses) income                                             |  |                          | 4,631,892  
|                                                                          |  |                          |            
|Net loss                                                                  |  |                          | (5,206,046 
|Losses attributable to non-controlling interest                           |  |                          | 2,811,650  
|Net loss attributable to CIG Wireless Corp.                               |  |                          | (2,394,396 
|Accretion of preferred stock to redemption values                         |  |                          | (23,627,648
|Preferred stock dividends                                                 |  |                          | (19,939,999
|Net loss attributable to common stockholders                              |  | $                        | (45,962,043
|                                                                          |  |                          |            
|Net loss per share:                                                       |  |                          |            
|Net loss per share attributable to common stockholders, basic and diluted |  | $                        | (1.56      
|Weighted average common shares outstanding, basic and diluted             |  |                          | 30,809,316 



25







Revenues





For the year ended December 31, 2014, total
revenue was approximately $6.9 million, which was an increase of $3.5 million or 97% from $3.5 million as compared to the same
period in the previous year. Rent revenue was $6.5 million for the year ended December 31, 2014 compared to $3.2 million in the
previous year. The increase was primarily due to the acquisitions completed during 2014 and growth in rent revenue resulting from
the addition of new tenants on existing communication towers. During 2014, we generated $0.4 million in revenues resulting from
the acquisitions completed and towers constructed during 2014. Excluding acquisitions, revenues for 2014 increased by $2.8 million
or 89% compared to the prior year resulting from new or amendments of lease agreements, as well as full year tenant income on all
our existing tower sites. Our business strategy continues to focus on building our portfolio of communication towers and expanding
our presence geographically across the country.



Site Rental Costs



For the year ended December 31, 2014, site
rental costs were approximately $1.9 million, which was an increase of approximately $0.7 million or 55% from $1.2 million in the
same period in the previous year. The increase was primarily due to the significant increase in our tower portfolio in 2014. The
increase in rental costs during 2014 is consistent with the increase in rent revenues between the two periods. Site rental costs
for the towers related to the 2014 acquisitions were $58 thousand during the year ended December 31, 2014 primarily resulting from
substantial acquisitions closing in December 2014. We continue to monitor our direct costs in an effort to increase our tower operating
margins.



Other Site-Related Costs





For the year ended December 31, 2014, other
site-related costs were $1.1 million, which was an increase of approximately $0.2 million or 16% from $0.9 million during the same
period in the prior year. The increase in site related costs is due to adding a significant number of towers through the acquisitions
and construction of towers completed during 2014. Acquiring and constructing new towers result in incurring additional site-related
costs such as insurance, property taxes, monitoring and utilities.



General and Administrative Expenses



For the year ended December 31, 2014, general
and administrative expenses totaled $8.6 million which was an increase of $2.2 million as compared to $6.4 million in the same
period in the previous year. This increase was primarily the result of higher stock compensation expense of $2.5 million and increased
employee expense resulting from acquisitions of $0.6 million, which were partially offset by a decrease in acquisition costs of
$1.2 million and a decrease in professional services expense of $0.5 million during 2014. In addition, during the year ended December
31, 2014, we incurred $0.5 million in acquisition costs in connection with the acquisitions completed during 2014.



Shared Services from Related Parties



For the year ended December 31, 2014, shared
services from related parties totaled zero, which was a decrease of approximately $0.3 million compared to the same period of the
prior year. In August 2013, the Company terminated its shared services Agreement, and therefore did not incur any shared services
expense during 2014. Shared services for the year 2013 mainly consist of office rent of our corporate offices.



Depreciation, Amortization and Accretion
Expense



For the year ended December 31, 2014, depreciation,
amortization and accretion expense totaled $4.5 million, which was an increase of $2.0 million from the expense of $2.5 million
in the same period of the prior year. The increase is primarily related to the depreciation of property, equipment and software,
the amortization of intangible assets and the accretion related to the asset retirements obligation related to 37 towers added
through the acquisitions completed during 2014.



Impairment Loss



At December 31, 2014, we recorded an impairment
loss related to abandoned or terminated construction projects in the amount of $0.7 million, as compared to $0.5 million for the
same period in the previous year.



26







Interest Expense



For the year ended December 31, 2014, interest
expense totaled $3.1 million compared to $1.6 million in the prior year. Interest expense included interest incurred on our indebtedness
in addition to amortization of debt discounts and deferred financing costs. The increase in interest expense is related to the
increase in our outstanding balance under the Credit Facility. At December 31, 2014, our outstanding balance under the Credit Facility
was $41.5 million compared to $25.5 million at December 31, 2013. Interest expense to related parties for the year ended December
31, 2014 was approximately $68 thousand and was related to notes payable to related parties.



Losses Allocated to Related Party
Investors



For the year ended December 31, 2014, we
allocated $35 thousand of losses to the related party investors compared to $37 thousand in the same period of the previous year.
The losses recorded in the year ended December 31, 2014 were related to one related party investor, InfraTrust Premium Sieben GmbH
& Co. KG (“ITP7”), who did not convert its debt during the restructuring that was completed in 2012. Losses recorded
for the period ended December 31, 2013, were also related to ITP7.



Indemnity and Other Fees



During the year ended December 31, 2014,
we issued an aggregate of 8,900 shares of Series A-1 Preferred Stock and 963,362 shares of Series A-2 Preferred Stock pursuant
to indemnification claims made by the Fir Tree Investors. The fair value of the shares issued was approximately $1.9 million and
was recorded in our consolidated statements of operations.



In addition, during 2014, we terminated
a financing arrangement with Macquarie Capital (USA) Inc. and paid a termination fee of $0.5 million. Approximately $0.2 million
was offset against an accrual for financing fees related to the proceeds of $3.0 million received from the Fir Tree Investors through
the issuance of Series A-1 Preferred Stock and Series A-2 Preferred Stock on March 7, 2014 (see Note 11). The remaining $0.3 million
was expensed and recorded under indemnity and other fees in the statements of operations during 2014.



Losses Allocated to Non-Controlling
Interest



For the year ended December 31, 2014, we
recorded approximately $2.8 million in losses allocated to the non-controlling interest compared to $3.2 million in the same period
of the prior year. The non-controlling interest is related to the Class A Interests that our related party investors received in
connection with the restructuring completed on June 30, 2012, as amended (the “Restructuring”).



Losses on Modification of Non-Controlling
Interest



In connection with the amendment of the
Amended and Restated Limited Liability Company Operating Agreement of CIG, LLC effective on August 1, 2013 (“Amendment No.
3”), we recorded a loss on modification of non-controlling interest of $2.7 million in our statement of operations under
loss on modification of non-controlling interest, for the year ended December 31, 2013. The loss is due to the modification of
the conversion terms in the Amendment and represents the incremental increase in the fair value of the modified Class A Interests.
Previously, the Restructuring and the Amended and Restated Limited Liability Company Operating Agreement of CIG, LLC was amended
effective on December 31, 2012 (“Amendment No. 1”) and subsequently as of December 31, 2012 (“Amendment No. 2”).



Gain on Change in fair value of derivatives



During the years ended December 31, 2014
and 2013, we recorded a gain of $7.8 million and $0.2 million respectively, resulting from the change in the fair value of the
derivative liability related to the embedded conversion feature related to the Series A-2 Preferred Stock issued during 2013.



Net Loss



For the year ended December 31, 2014, net
loss was $7.4 million as compared to net loss of $12.2 million in the previous year.



The decrease in net loss was the result
of improved operating revenues resulting from acquisitions, a gain from the decrease in the fair value of derivatives recorded
during 2014, losses on modification of Class A Interests recorded during the prior year which were partially offset by higher stock
compensation expense, together with higher interest expense in connection with the increase in our borrowings under the Credit
Facility, and additional expense in connection with indemnity fees incurred during 2014.



27







Accretion of Redeemable Preferred
Stock



For the year ended December 31, 2014, we
recorded a charge of approximately $23.6 million to accrete the carrying value of the Series A-1 Preferred Stock and Series A-2
Preferred Stock to their redemption values. The Series A-1 Preferred Stock and the Series A-2 Preferred Stock are redeemable after
July 31, 2018 or earlier based on certain conditions.



Liquidity and Capital Resources



The following table represents our cash
flows for the year ended December 31, 2014 to the year ended December 31, 2013:





|                                                  |  | Year Ended December 31, |            
|------------------------------------------------- |  | ----------------------- | -----------
|                                                  |  | 2014                    |            
|                                                  |  |                         |            
|Net cash used in operating activities             |  | $                       | (6,125,646 
|Net cash used in investing activities             |  |                         | (18,497,445
|Net cash provided by financing activities         |  |                         | 24,785,964 
|Net increase in cash                              |  |                         | 162,873    
|Cash and cash equivalents, at beginning of period |  |                         | 2,529,284  
|Cash and cash equivalents, at end of period       |  | $                       | 2,692,157  





Overview



As
of December 31, 2014, the balance of our cash and cash equivalents was $2.7 million compared to $2.5 million as of December 31,
2013. We believe that, if the Merger is not consummated, our cash and cash equivalents at December 31, 2014 along with available
funds under our Credit Facility will be sufficient to meet our
cash requirements to operate our business over the next twelve months. However, this balance is not sufficient enough to provide
the funds required to grow our business and execute on our plan for acquiring and building new communication towers. Our plan would
be to use the funds available through the Credit Facility, including applications to Macquarie for increases to the applicable
limits thereunder, or other financing arrangements with existing or new investors to support the growth of our business. However,
there is no certainty that we would be able to raise capital on favorable terms, or at all, nor is there certainty around the amount
of funds that could be raised, if any. In addition, the success of our efforts would be subject to the performance of the market
and investor sentiment regarding the macro and micro conditions under which we operate, including stock market volatility.



Cash Flows from Operating Activities



Our net cash used in operating activities
was approximately $6.1 million during the year ended December 31, 2014 compared to $5.7 million during the prior year. Cash flows
used in operating activities primarily consisted of major expenditures related to the operations of our business in addition to
accounting, advisory, acquisition and legal costs incurred in connection with our business activities. The increase in cash flows
used in operating activities were primarily the result of additional interest expense associated with the increase in borrowings
under the Credit Facility and an increase in long-term prepaid rent due to lease buyouts. These cash outflows were partially offset
by an increase in operating margins due to the acquisitions and organic growth in our portfolio of towers and a decrease in acquisition
costs due to lower acquisition activity during 2014. We incurred $0.5 million and $1.7 million in acquisition costs during 2014
and 2013, respectively.



Cash Flows from Investing Activities



Our cash used in investing activities was
approximately $18.5 million during the year ended December 31, 2014, and primarily consisted of payments of approximately $13.3
million for the business acquisitions of STAR, Cleartalk, TAG and Fidelity completed during 2014, and $5.0 million spent for construction
of towers and asset acquisitions from Cleartalk and Fidelity, in addition to a $193 thousand increase in restricted cash resulting
from the increase in the interest reserve account required to maintain under the Credit Facility.



28







For the year ended December 31, 2013, net
cash used in investing activities was $48.7 million which mainly consists of payments of $3.2 million related to the purchase and
construction of towers and $45.0 million related to acquisitions consummated during 2013 in addition to a $0.5 million increase
in restricted cash resulting from the increase in the interest reserve account required to maintain under the Credit Facility.



Cash Flows from Financing Activities



Our net cash provided by financing activities
for the year ended December 31, 2014 was $24.8 million mainly consisting of (a) net proceeds of $15.7 million obtained through
borrowings under the Credit Facility; (b) net proceeds of $7.0 million obtained through borrowings from Fir Tree; (c) net proceeds
of $2.7 million from the issuance of Series A-1 and Series A-2 Preferred Stock: and (d) net advances from related parties of $125
thousand partially offset by (i) payments of approximately $152 thousand for dividends on the Series B Preferred Stock; (ii) approximately
$150 thousand in payments on notes payable to related parties and (iii) payment of $450 thousand to settle long-term subordinated
obligation to a related party.



For the year ended December 31, 2013, net
cash provided by financing activities was $54.6 million mainly consisting of (a) net proceeds of $15.1 million obtained through
borrowings under the Credit Facility; (b) proceeds of $1.4 million from the sale and issuance of 761,125 shares of Common Stock;
(c) proceeds of $2.7 million from the issuance of 1,053,777 shares of Series B Preferred Stock; and (d) net proceeds of $36.8 million
from the sale and issuance of Series A-1 and Series A-2 Preferred Stock partially offset by (i) dividend payments of $91 thousand
on Series B Preferred Stock; (ii) payments of $53 thousand of debt issuance costs; (iii) $0.2 million for payment of debt issuance
costs accrued in 2012; (iv) payments of $73 thousand on equity issuance costs for conversion of notes payable to Common Stock;
(v) payment on notes payable to CRG and (vi) payments of $0.8 million on notes payable to related parties.



Non-Cash Investing and Financing
activities



The following table represents our non-cash
investing and financing activities for the years ended December 31, 2014 and 2013:





|                                                                                   |  | Year Ended December 31, |           
|---------------------------------------------------------------------------------- |  | ----------------------- | ----------
|                                                                                   |  | 2014                    |           
|Noncash investing and financing Activities:                                        |  |                         |           
|Asset retirement obligations                                                       |  | $                       | 56,273    
|Related party receivable used to pay related party convertible note                |  |                         | -         
|Common Stock issued for conversion on related party convertible note payable       |  |                         | -         
|Common Stock issued for accrued interest on related party convertible note payable |  |                         | -         
|Common Stock issued for conversion of liabilities                                  |  |                         | -         
|Common stock issued for conversion of noncontrolling interests                     |  |                         | 7,308,940 
|Accrual for Series B preferred stock dividends declared                            |  |                         | 302,488   
|Equity issuance costs paid with common stock                                       |  |                         | -         
|Accretion of preferred stock to redemption values                                  |  |                         | 23,627,648
|Dividends on Series A-2 Preferred Stock                                            |  |                         | 19,637,511
|Derivative liability                                                               |  |                         | 3,573,390 
|Common stock issued for acquisition of business                                    |  |                         | -         
|Gain on settlement of long-term obligations to related party                       |  |                         | 161,597   





As of December 31, 2014, we established
an asset retirement obligation of approximately $1.7 million related to constructed towers and towers acquired as asset acquisitions.



Also during the 2014, we recorded an accrual
for construction of assets of approximately $0.2 million that were included in accounts payable as of December 31, 2014.



As of December 31, 2014, we accrued but
did not pay dividends on the Series B Preferred Stock for the period from January 1, 2014 through June 30, 2014 in the amount of
$150 thousand, and July 1, 2014 through December 31, 2014 in the amount of $152 thousand.



29









During the year ended December 31, 2014, we
recorded accretion of preferred stock to its redemption values of approximately $23.6 million related to the Series A-1 and Series
A-2 Preferred Stock. At December 31, 2014, there were 504,258.52 shares of Series A-1 Preferred Stock and 89,202,402 shares of
Series A-2 Preferred Stock outstanding. At December 31, 2014, we calculated the future redemption values of the Series A-1 and
Series A-2 Preferred Stock to be approximately $59.5 million and approximately $19.4 million, respectively.



In connection with the issuance of Series A-2
Preferred Stock during the year ended December 31, 2014, we recorded approximately $3.6 million as a derivative liability which
represents the fair value of the embedded conversion feature of Series A-2 Preferred Stock.



During 2014, we issued 42,027.98 shares of
Series A-1 Preferred Stock in lieu of cash dividends on the Series A-1 Preferred Stock. In connection with the issuance and the
terms of the Series A Certificate of Designation, we issued 7,232,538 adjustment shares of Series A-2 Preferred Stock to the Fir
Tree Investors. On December 31, 2014 and according tothe anti-dilution provisions and terms
ofSeries A Certificate of Designationand pursuant to the exchange of the Class A
membership interests, we issued an aggregate of42,959,756 shares of Series A-2 Convertible
Preferred Stock to the Fir Tree Investors. We recorded the fair value of the anti-dilutions shares and the dividend shares as dividends
at $19.6 million.



On December 31, 2014, the Class A Interests
held by InfraTrust Zwei GmbH & Co. KG (“IT2”) and Infratrust Fünf GmbH & Co. KG (“IT5”), having
an aggregate exchange value of approximately $11.0 million, were automatically exchanged for 39,490,420 shares of our Common Stock
at a rate of $0.2788 per share. No additional consideration was received by the Company in connection with the issuance of the
Common Stock in the transaction.



On December 31, 2014, the
Company entered into an agreement to terminate the ITP7 A-typical Partnership in exchange for an agreed upon cash payment of $450,000,
together with an agreed extinguishment of the remaining net liability of $161,597, and with no further obligations under the agreement
with the related parties.



During the year ended December 31, 2013, we
applied a $100,000 receivable balance due from ENEX Group Management SA (“ENEX”) to the convertible notes outstanding
that were due to ENEX. As a result, the outstanding principal balance of the notes was $700,000 as of March 31, 2013. On April
30, 2013, the conversion price related to these notes was modified from $3.00 per share to $2.00 per share. Simultaneously, the
outstanding balance of the notes of $700,000 and the related accrued and unpaid interest of $27,133 was converted into 363,567
shares of our Common Stock.



On August 1, 2013, we converted an accounts
payable balance of $120,000 to CRG into 120,000 shares of Common Stock. The fair value of the shares of Common Stock issued was
$42,000.



In connection with the Common Stock issued
for cash during 2013, we issued in the second quarter 1,500 shares of Common Stock for equity issuance costs.



During the fourth quarter of 2013, we issued
dividends to the investors of Series A-1 Preferred Stock in the amount of $1.4 million in the form 13,623.54 shares of Series A-1
Preferred Stock, pursuant to the terms of the Series A Certificate of Designation. In connection with the issuance and the terms
of the Series A-1 and Series A-2 Preferred Stock, we issued 1,221,782 shares of Series A-2 Preferred Stock, pursuant to the terms
of the Series A Certificate of Designation.



During the year ended December 31, 2013, we
recorded accretion of preferred stock to its redemption value of $1.8 million related to the Series A-1 and Series A-2 Preferred
Stock. At December 31, 2013, there were 423,330.54 shares of Series A-1 Preferred Stock and 36,039,902 shares of Series A-2 Preferred
Stock. At December 31, 2013, the Company calculated the redemption values of the Series A-1 and Series A-2 Preferred Stock at $42,333,054
and $36,745,230, respectively.



In connection with the issuance of Series A-2
Preferred Stock during 2013, we recorded $5.5 million as a derivative liability which represents the fair value of the embedded
conversion feature of Series A-2 Preferred Stock.



As part of the consideration of the purchase
price of the Liberty Towers acquisition, the Company issued 8,715,000 shares of the Common Stock to Liberty Towers’ investors
and recorded the shares of Common Stock at their fair value of $3.0 million. The shares of Common Stock contain a put option whereby
the Company is required to purchase the shares at the holders’ option if certain conditions are met as disclosed in the rights
agreement entered into with Liberty Towers’ investors on August 1, 2013.



30







In connection with the conversion of the
long-term subordinated obligations due to the following related party investors, Compartment IT2, LP, Compartment IT5, LP and Compartment
IT9, LP, we issued respectively three notes payable to these investors in the amount of $0.8 million, $0.4 million and $0.1 million,
each maturing on January 31, 2014, as amended. In addition, $10.7 million of the long-term subordinated obligations due to these
related party investors were converted into three preferred Class A Membership Interests in CIG, LLC: Class A-IT2, Class A-IT5
and Class A-IT9. The notes are unsecured, payable in installments through a repayment schedule until maturity and bear interest
at 4% per annum. As of December 31, 2013, the outstanding balances of the notes were $92,196, $49,872 and $8,181. On January 31,
2014, we paid off these balances along with the accrued and unpaid interest.



Credit Facility



On September 7, 2012, the Company, through
our subsidiary CIG Comp Tower, LLC (“Comp Tower” or the “Borrower”), closed a credit facility (“the
Credit Facility”) with Macquarie Bank Limited (“Macquarie”).  The Credit Facility may be drawn upon by the
Borrower, as guaranteed by our subsidiary CIG Properties, LLC (“CIG Properties” or the “Guarantor”).  Macquarie
is serving as the administrative agent, collateral agent and the initial issuing lender under the Credit Facility.  The Credit
Agreement, dated as of August 17, 2012, was made by and among the Borrower, the lenders who are from time-to-time party thereto,
and Macquarie (as subsequently amended, the “Credit Agreement”); the Security Agreement, dated as of September 7, 2012,
by and among the Borrower and the Guarantor, and Macquarie (the “Security Agreement”), and the Guaranty, dated as of
September 7, 2012, by the Guarantor in favor of Macquarie (the “Guaranty”). The maturity date for repayment of all
draws on the Credit Facility is September 6, 2017. Comp Tower is a wholly-owned subsidiary of CIG Properties. The obligations of
Comp Tower and CIG Properties are secured by first priority pledges of all of the equity interests of Comp Tower and first priority
security interests in all tangible and intangible assets of Comp Tower and CIG Properties. At the discretion of Macquarie, upon
application by the Borrower, the Credit Facility can be increased up to $150 million for purposes of financing qualified assets,
provided that the Borrower satisfies the applicable terms and conditions for such borrowings under the Credit Facility.



On September 7, 2012, the Credit Facility
commitments were $15.0 million, of which the Company withdrew $10.0 million to fund its operations and fund the acquisition of
Towers of Texas.



On August 2, 2013, having increased its
commitments, the Company borrowed an additional $10.0 million under the Credit Facility. The proceeds were used for the Liberty
Towers and STAR acquisitions completed on August 2, 2013, as discussed under Note 3 in our consolidated financial statements. In
connection with this transaction, the Company paid $0.3 million in debt issuance costs. In addition, ENEX, a related party, received
$50 thousand in fees associated with the increase in the borrowings, and the amount is included under deferred financing costs
in the consolidated balance sheet as of December 31, 2013.



During the last quarter of the year ended
December 31, 2013, the Company borrowed an additional $5.5 million under the Credit Facility. The proceeds were used to fund the
Company operations and construction projects as well as acquisitions completed in the fourth quarter of 2013, as discussed under
Notes 3 and 7 in our consolidated financial statements.



As of December 31, 2013, the Company had
an outstanding balance of $25.5 million under the credit facility bearing interest at 8.5% per annum and the associated unamortized
balance of the discounts was $1.0 million, the associated unamortized balance of the deferred financing costs was $0.4 million,
and the related effective interest rate as of December 31, 2013 was 10.22%. As of December 31, 2013, the Company had available
$4.5 million to draw under the credit facility. The debt discounts and the deferred financing costs are amortized over the term
of the loan using the effective interest method. In the aggregate, during the fiscal year ended December 31, 2013, the Company
increased its commitments by $15.0 million and borrowed $15.5 million under the Credit Facility.



On May 1, 2014, the Company increased its
commitments under the Credit Facility by $5.0 million.



On November 3, 2014, the Company increased
its commitments under the Credit Facility by $5.0 million.



On December 9, 2014, the Credit Facility
was amended to, among other things, modify the interest rates payable under the Credit Facility. For additional information, see
the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2014.



On December 16, 2014, the Company increased
its commitments under the Credit Facility by $5.0 million.



As of December 31, 2014, the Company had
an outstanding balance of $41.5 million under the credit facility bearing interest at 8.5% per annum and the associated unamortized
balance of the discounts was $1.0 million, the associated unamortized balance of the deferred financing costs was $0.3 million,
and the related effective interest rate as of December 31, 2014 was 8.64%. As of December 31, 2014, the Company had available $3.5
million to draw under the credit facility. The debt discounts and the deferred financing costs are amortized over the term of the
loan using the effective interest method. In the aggregate, during the year ended December 31, 2014, the Company increased its
commitments by $15.0 million and borrowed $16.0 million under the Credit Facility. The borrowing proceeds were used to fund the
acquisition and construction of towers in addition to supporting the Company’s working capital requirements.



31







The Credit Facility does not amortize during
its term and the entire outstanding balance including any accrued and unpaid interest is due and payable on the maturity date.
Comp Tower has the option to designate the reference rate of interest for each specific borrowing under the Credit Facility as
amounts are advanced. Borrowings under the Credit Facility can be drawn either as Adjusted Base Advances subject to Adjusted Base
Rate interest plus a margin of 6.25%; or as Adjusted Eurodollar Advances subject to Eurodollar Rate interest plus a margin of 7.25%.
The Credit Facility obligations of the Borrower include payments of commitment fees of 2%, administrative agent fees, early termination
fees and underutilization fees. The interest and commitment fee are paid on a monthly basis.



The Company has the option to repay all
the draws on the Credit Facility together with all accrued and unpaid interest. In addition, the Credit Facility contains yield
protection provisions customary for facilities of this type, protecting the lenders in the event of breakage losses or changes
in reserve or capital adequacy requirements applicable to the lenders.



Under the terms of the Credit Facility,
the administrative agent has certain rights of first refusal to provide financing on all tower acquisitions proposed by us or our
subsidiaries. If the administrative agent declines to provide such financing for any reason, we or our subsidiaries other than
the CIG Properties or its subsidiaries may obtain third party financing to purchase such tower assets.



The Credit Facility Agreement contains
conventional representations and warranties, affirmative covenants, negative covenants, and financial compliance covenants customary
for transactions of this type. Events of default include failure to pay interest on any loan under the Credit Facility, any material
violation of any representation or warranty under the Credit Agreement, failure to observe or perform certain covenants under the
Credit Agreement, a change in control of the Borrower, default under any other material indebtedness of the Borrower, bankruptcy
and similar proceedings and failure to pay disbursements from advances issued under the Credit Facility, as well as other customary
default provisions. Upon an event of default, the applicable interest rate increases by 2% and the lenders have the right to accelerate
payments under the Credit Facility, or call all obligations due under certain circumstances. We expect to satisfy our cash requirements
for working capital, acquisitions and construction of new towers through equity financing and funds available through the Credit
Facility.



Series A-1 Non-Convertible Preferred Stock and Series
A-2 Convertible Preferred Stock





The Series A Certificate of Designation,
setting forth the preferences and rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock
was filed by the Company with the Nevada Secretary of State on August 1, 2013 and filed as an exhibit to Form 8-K filed with the
SEC on August 7, 2013.



On August 2, 2013, we issued 349,707 shares
of newly created Series A-1 Preferred Stock and 29,297,652 shares of newly created Series A-2 Preferred Stock. In connection with
this transaction, the Company received $35.0 million in proceeds which were used primarily to fund the Liberty Towers and STAR
acquisitions completed in August 2013. On December 18, 2013, we issued 60,000 shares of Series A-1 Preferred Stock and 5,520,468
shares of Series A-2 Convertible Preferred Stock for an aggregate purchase price of $6.0 million in proceeds which were used primarily
to fund the fourteen towers acquired from STAR in December 2013.



On December 18, 2013, we issued to the
holders of the Series A-1 Preferred Stock in lieu of cash dividends 5,362.46 shares of Series A-1 Preferred Stock, pursuant to
the terms of the Series A Certificate of Designation. In connection with this issuance, the Company issued 453,064 shares of Series
A-2 Preferred Stock to the holders of the Series A-2 Preferred Stock, pursuant to the terms of the Series A Certificate of Designation.
The Company recorded the fair value of the 5,362.46 shares of Series A-1 Preferred Stock and 453,064 shares of Series A-2 Preferred
Stock at $0.4 million and $0.2 million. On December 31, 2013, we issued to the holders of the Series A-1 Preferred Stock in lieu
of cash dividends 8,261.08 shares of Series A-1 Preferred Stock, pursuant to the terms of the Series A Certificate of Designation.
In connection with this issuance, we issued 768,718 shares of Series A-2 Preferred Stock to the holders of the Series A-2 Preferred
Stock, pursuant to the terms of the Series A Certificate of Designation. We recorded the fair value of the 8,261.08 shares of Series
A-1 Preferred Stock and 768,718 shares of Series A-2 Preferred Stock at $0.6 million and $0.3 million, respectively.



As of December 31, 2013, we had 423,330.54
shares and 36,039,902 shares outstanding of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, respectively, and the
related carrying values were approximately $26.2 million and approximately $8.3 million, respectively.



32









On March 7, 2014, we issued 30,000 shares
of Series A-1 Preferred Stock and 3,228,626 shares of Series A-2 Preferred Stock to the Fir Tree Investors for proceeds of $3.0
million. The proceeds were used to fund the acquisition of six towers from STAR completed on March 7, 2014 for a purchase price
of $2.7 million. In addition, we issued to the Fir Tree Investors 3,900 shares of Series A-1 Preferred Stock and 402,596 shares
of Series A-2 Preferred Stock in connection with an indemnification claim made by the Fir Tree Investors pursuant to the Securities
Purchase Agreement, dated as of August 1, 2013 (the “Securities Purchase Agreement”) among the Company and the Fir
Tree Investors.



On March 31, 2014, we issued to the Fir
Tree Investors in lieu of cash dividends 9,499.06 shares of Series A-1 Preferred Stock, pursuant to the terms of the Series A Certificate
of Designation. In connection with this issuance, we issued 1,040,132 additional shares of Series A-2 Preferred Stock to the holders
of the Series A-2 Preferred Stock, pursuant to the terms of the Series A Certificate of Designation. We recorded the fair value
of the 9,499.06 shares of Series A-1 Preferred Stock and 1,040,132 adjustment shares of Series A-2 Preferred Stock as preferred
stock dividends at approximately $1.0 million and approximately $1.3 million, respectively.





On June 30, 2014, we issued to the Fir
Tree Investors in lieu of cash dividends 10,472.66 shares of Series A-1 Preferred Stock, pursuant to the terms of the Series A
Certificate of Designation. In connection with this issuance, we issued 1,164,806 additional shares of Series A-2 Preferred Stock
to the holders of the Series A-2 Preferred Stock, pursuant to the terms of the Series A Certificate of Designation. We recorded
the fair value of the 10,472.66 shares of Series A-1 Preferred Stock and 1,164,806 adjustment shares of Series A-2 Preferred Stock
as preferred stock dividends at approximately $1.1 million and approximately $0.6 million, respectively.



On August 25, 2014, we issued to the Fir
Tree Investors 5,000 shares of Series A-1 Preferred Stock and 560,766 shares of Series A-2 Preferred Stock to settle an indemnification
claim made by the Fir Tree Investors pursuant to the Securities Purchase Agreement. The fair value of these indemnification shares
was determined to be $1.0 million and was expensed during the year ended December 31, 2014.



On September 30, 2014, we issued to the
Fir Tree Investors, in lieu of cash dividends, 10,870.92 shares of Series A-1 Preferred Stock, pursuant to the terms of the Series
A Certificate of Designation. In connection with this issuance, we issued 1,237,414 adjustment shares of Series A-2 Preferred Stock
to the Fir Tree Investors, pursuant to the terms of the Series A Certificate of Designation. We recorded the fair value of the
10,870.92 shares of Series A-1 Preferred Stock and 1,237,414 adjustment shares of Series A-2 Preferred Stock as preferred stock
dividends at $1.2 million and $0.4 million, respectively.



On December 31, 2014, we issued to the
Fir Tree Investors 42,959,756 shares of Series A-2 Preferred Stock pursuant to the anti-dilution provisions contained in the Series
A Certificate of Designation, which issuance was triggered by the exchange of certain Class A Interests in CIG, LLC for shares
of Common Stock, pursuant to the Amended and Restated Limited Liability Company Operating Agreement of CIG, LLC, dated June 30,
2012, as amended. The fair value of the shares was determined to be $12.0 million.



On December 31, 2014, we issued to the
Fir Tree Investors, in lieu of cash dividends, 11,185.34 shares of Series A-1 Preferred Stock, pursuant to the terms of the Series
A Certificate of Designation. In connection with this issuance, we issued 2,568,404 adjustment shares of Series A-2 Preferred Stock
to the Fir Tree Investors, pursuant to the terms of the Series A Certificate of Designation. We recorded the fair value of the
11,185.34 shares of Series A-1 Preferred Stock and 2,568,404 adjustment shares of Series A-2 Preferred Stock as preferred stock
dividends at $1.3 million and $0.7 million, respectively.



As of December 31, 2014, we had 504,258.52
shares and 89,202,402 shares outstanding of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, respectively, and the
related carrying values were approximately $59,5 million and approximately $19.4 million, respectively.



Subsequent to December 31, 2014, we issued
additional shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock. Specifically, on March 13, 2015, we issued to the
Fir Tree Investors an aggregate of 20,228,574 shares of Series A-2 Preferred Stock in connection with the requirements under the
Series A Certificate of Designation to issue additional shares due to our inability to achieve certain targets, specifically, if
the Final LQA TCF, as defined in the Purchase Agreement is less than $1,700,000 per annum, or if the total building cost for certain
towers exceeds $4,300,000. Further, on March 31, 2015, we issued to the Fir Tree Investors 9,386,490 shares of Series A-2 Preferred
Stock pursuant to the anti-dilution provisions contained in the Series A Certificate of Designation, which issuance was triggered
by the exchange of certain Class A Interests in CIG, LLC for shares of Common Stock, pursuant to the Amended and Restated Limited
Liability Company Operating Agreement of CIG, LLC, dated June 30, 2012, as amended. In addition on March 31, 2015, we issued to
the Fir Tree Investors, in lieu of cash dividends, 11,558.74 shares of Series A-1 Preferred Stock, pursuant to the terms of the
Series A Certificate of Designation. In connection with this issuance, we issued 3,280,642 adjustment shares of Series A-2 Preferred
Stock to the Fir Tree Investors, pursuant to the terms of the Series A Certificate of Designation.



33







The Series A-1 Preferred Stock ranks, with
respect to dividend payments and distributions of the Company’s assets upon a liquidation event, senior to (i) the Series
A-2 Preferred Stock, the Series B Preferred Stock and the Common Stock, and all other now or subsequently existing classes and
series of capital stock of the Company; and (ii) any other equity or equity-linked securities, unless approved by the Fir Tree
Investors. The Series A-2 Preferred Stock ranks with respect to dividend payments and distributions of the Company’s assets
upon a liquidation event, (a) junior to the Series A-1 Preferred Stock, (b) senior to the Series B Preferred Stock and the Common
Stock, and all other now or subsequently existing classes and series of capital stock of the Company and (c) except for the Series
A-1 Preferred Stock, senior to any other equity or equity-linked securities unless approved by the Fir Tree Investors.



The preferences of each share of Series
A-1 Preferred Stock and Series A-2 Preferred Stock, respectively, with respect to dividend payments and distributions of the Company’s
assets upon a liquidation event, are equal to the preferences of every other share of Series A-1 Preferred Stock and Series A-2
Preferred Stock, respectively.



The holders of Series A-1 Preferred Stock
are entitled to receive cumulative dividends quarterly in arrears at a rate, based on the Series A-1 Stated Value of (a) 9% per
annum, or upon the occurrence of an event of default 15% per annum, for each of the first three one-year periods commencing on
the date of issuance of such Series A-1 Preferred Stock by the Company, (b) 11% per annum, or in the event of default 17% per annum,
for the one-year period commencing on the third anniversary of the initial issue date and (c) 13% per annum, or in the event of
default 19% per annum, for the one-year period commencing on the fourth anniversary of the initial issue date. The dividends are
payable in cash or through issuance of an equivalent number of shares of Series A-1 Preferred Stock. The holders of Series A-2
Preferred Stock are not entitled to receive dividends, except that the Series A-2 Preferred Stock shall participate in dividends
on the Common Stock on an as-converted basis.



The Series A-1 Preferred Stock are redeemable
at the holders’ option at any time after the earlier to occur of the fifth anniversary of the initial issue date, or August
1, 2018, and the occurrence of an Event of Default, at a price equal to the aggregate Series A-1 Preference Payment as defined
in the Series A Certificate of Designation and the Company has the right to redeem all (but not less than all) of the outstanding
shares of Series A-1 Preferred Stock at any time after the initial issue date at a price equal to the aggregate Series A-1 Preference
Payment.





The Series A-2 Preferred Stock are convertible
at any time from the issuance date. The Series A-2 Preferred Stock are redeemable at the holders’ option at any time during
the period beginning on the fifth anniversary of the initial issue date and ending on the seventh anniversary of the initial issue
date, or immediately upon the occurrence of a liquidation event at a price equal to the Series A-2 Preference Payment as of the
close of business on the last day of the last fiscal quarter then ended immediately preceding such date. The Series A-2 Preference
Payment is equal to the quotient of (i) the greatest of (A) the fair market value of the Company, (B) the Threshold TCF as defined
in the Series A Certificate of Designation and (C) 200% of the aggregate dollar amount of consideration actually paid by all of
the Fir Tree Investors to the Company in consideration of the Series A-1 Preferred Stock and Series A-2 Preferred Stock issued
to the Fir Tree Investors, divided by (ii) the number of shares of Common Stock on a fully diluted basis as of the close of business
on the last day of the last fiscal quarter that ended immediately preceding such date.



The holders of the Series A-1 Preferred
Stock are entitled to receive additional shares of Series A-2 Preferred Stock upon the occurrence of certain events. Upon the occurrence
of any accretion on the Series A-1 Preferred Stock (including the issuance of any Series A-1 Preferred Dividends), then the Company
will issue to the holders of the Series A-1 Preferred Stock an aggregate number of shares of Series A-2 Preferred Stock which would
then be convertible into 1.36% of the Common Stock on a fully diluted basis for each $1,000,000 of the Aggregate A-1 Adjustment
Amount, the Aggregate Additional A-1 Adjustment Amount, and any accretion on the Series A-1 Preferred Stock, in each case, prorated
for any portion of, or partial amount over, such $1,000,000 increment. For additional details on the terms of this provision, refer
to the Securities Purchase Agreement filed as an Exhibit on Form 8-K with the SEC on August 7, 2013.



Series B Preferred Stock



On July 25, 2012, we designated Series
B Preferred Stock from our authorized preferred stock. On August 14, 2012, the Series B Certificate of Designations was filed with
the State of Nevada regarding the rights and preferences of the Series B Preferred Stock.



During the year ended December 31, 2012,
the Company issued an aggregate of 626,715 shares of the Series B Preferred Stock for cash proceeds of $1.6 million, net of issuance
costs of $0.3 million. During the year ended December 31, 2013, we issued an aggregate of 1,053,777 shares of the Series B Preferred
Stock for cash proceeds of $2.7 million, net of equity issuance costs of $0.5 million. The Company did not issue any shares of
Series B Preferred Stock during the year ended December 31, 2014. At December 31, 2014, 1,680,492 shares of the Series B Preferred
Stock remain issued and outstanding. We do not expect to issue any additional Series B Preferred Stock in the future.



34







The Series B Preferred Stock is convertible
to Common Stock at the stated value conversion price of $3.00 per share. The Series B Preferred Stock has a dividend rate of 6%
per annum, which dividends accrue but are only payable if the Board declares them to be payable. The Series B Preferred Stock may
be redeemed at our sole discretion at any time after the third anniversary of the date of issuance if the Series B Preferred Stock
has not been converted to Common Stock as of such date. The Series B Preferred Stock automatically converts into Common Stock upon
the closing of an underwritten public offering of shares of Common Stock having a total gross offering value of not less than $40
million. All Series B Preferred Stock will vote together with Common Stock except with respect to any matters pertaining only to
the Series B Preferred Stock as to which the Series B Preferred Stock will vote as a separate class. Up to 1,700,000 shares of
the Series B Preferred Stock are authorized for issuance by us at a purchase price of $3.00 per share.



On January 16, 2013 and July 16, 2013,
we paid the dividends accrued on the Series B through December 31, 2012 and June 30, 2013 for $18,149 (declared in 2012) and $90,893
(declared in 2013), respectively. The dividends for the period from July 1, 2013 through December 31, 2013 were declared by the
Board on January 14, 2014. On January 21, 2014, we paid dividends for the period from July 1, 2013 through December 31, 2013, which
were declared by our Board in the amount of approximately $152 thousand on the Series B Preferred Stock. In addition, the Board
has accrued but not paid the dividends earned on the Series B Preferred Stock for the periods January 1, 2014 through June 30,
2014 in the amount of $150 thousand, and July 1, 2014 through December 31, 2014 in the amount of $152 thousand, which were both
accrued as of December 31, 2014.



Certain Related Party Investor Arrangements





Between November 2009 and February 2010,
we had previously entered into six Atypical Silent Partnership Agreements with related party investors through our predecessor
subsidiary, CIG, LLC. Pursuant to these partnership agreements, the related party investors made contributions to us for the acquisition
of tower assets which were segregated on the books by investment group. No separate legal entity was created through these agreements.
As previously disclosed, five such agreements were terminated during the fiscal year ended December 31, 2012. On December 31, 2014,
we entered into an agreement to terminate the sixth partnership agreement, relating to our partnership with InfraTrust Premium
Sieben GmbH & Co. KG (“ITP7”), in exchange for an agreed upon cash payment of $450,000, together with an agreed
extinguishment of the remaining net liability of $161,597. Pursuant to the termination agreement, there are no further obligations
of either party.



In addition, CIG, LLC had previously issued
certain Class A Interests to related party investors pursuant to its limited liability company operating agreement (the “CIG,
LLC Operating Agreement”). On December 31, 2014, the Class A Interests held by InfraTrust Zwei GmbH & Co. KG (“IT2”)
and Infratrust Fünf GmbH & Co. KG (“IT5”), having an aggregate exchange value of approximately $11.0 million,
were automatically exchanged for 39,490,420 shares of our Common Stock at a rate of $0.2788 per share. Subsequent to the end of
the fiscal year ended December 31, 2014, on March 31, 2015, the Class A Interests held by BAC Infratrust Premium Neun & Co.
KG (“IT9”), with an aggregate exchange value of $508,971, were automatically exchanged for 6,841,008 shares of our
Common Stock at a rate of $0.0744 per share. Each of the foregoing exchanges was consummated pursuant to the terms of the CIG,
LLC Operating Agreement for no additional consideration to the Company.



As a result of the foregoing termination
and exchanges, other than the management agreements in connection with the IT6 and IT8 investors, the Company no longer has any
existing arrangements with related party investors.



Other Related Party Loans



On December 10, 2014, the Company entered
into two separate unsecured promissory notes with Fir Tree REF III Tower, LLC in the amount of $3.5 million, and Fir Tree Capital
Opportunity (LN) Master Fund, L.P., in the amount of $3.5 million. Pursuant to the terms of the notes, each promissory note has
a maturity date of August 1, 2018, and bears interest at fifteen percent (15%) per annum on the principle balance, with such interest
being paid or accrued on a quarterly basis. Following the period covered by this Report on Form 10-K, interest on such notes was
accrued for the fiscal quarter ended March 31, 2015.



Contractual Obligations



The following table summarizes our contractual
obligations as of December 31, 2014. These contractual obligations relate primarily to our outstanding borrowings and lease obligations
for land interests under our towers over the term of the lease including option renewals. The debt maturities reflect contractual
maturity datesand the related interest is calculated assuming a fixed interest rate through the maturity dates of debt
obligations.



35









|                            |  | Year
    Ended December 31, |          
|--------------------------- |  | --------------------------- | ---------
|                            |  | 2015                        |          
|Credit facility             |  | $                           | -        
|Related-party notes payable |  |                             | -        
|Future interest payments    |  |                             | 3,390,896
|Lease obligations           |  |                             | 1,732,655
|Total                       |  | $                           | 5,123,551





Critical Accounting Policies and Estimates



Our Management’s discussion and analysis
of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared
in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosures of contingent assets and liabilities. We evaluate our policies and estimates on an ongoing basis, including
those related to impairment of assets, asset retirement obligations, depreciation and amortization expense, acquisitions, revenue
recognition, rent expense, stock-based compensation and income taxes. Management bases its estimates on historical experience and
various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. The following list is not a comprehensive list of our
critical accounting policies; however, we believe that they are necessary to provide an understanding of our financial condition
and results of operations.



Principles of Consolidation and Fiscal
Year End



On January 23, 2013, a decision to change
our fiscal year end from September 30 to December 31 was approved by the Board. As such, we and our consolidated entities report
on a 12-month accounting year that ends on the last day of December of each year. The consolidated financial statements included
elsewhere in this Report include our financial statements and our wholly-owned subsidiaries for years ended December 31, 2014 and
2013. All significant intercompany balances and transactions have been eliminated in consolidation.



Revenue Recognition and Accounts
Receivable



Site leasing revenues are recognized on
a monthly basis under lease agreements when earned and when collectability is reasonably assured, regardless of whether the payments
from the tenants are received in equal monthly amounts. Fixed escalation clauses present in non-cancellable lease agreements, excluding
those tied to the Consumer Price Index or other incentives present in lease agreements with our tenants, are recognized on a straight-line
basis over the fixed, non-cancellable terms of the applicable leases. The difference between rent received and straight-lined rent
is recorded under deferred rent assets in our balance sheet. Site leasing payments received in advance are recorded as deferred
revenue in the consolidated balance sheets and recognized as revenues when earned.



Accounts receivable consists primarily
of amounts due from tenants. Related party accounts receivable represent amounts due from parties that are deemed to be related
in accordance with GAAP and represented separately from other account receivable. We derive the largest portion of our revenues
corresponding trade receivables and the related deferred rent asset from a small number of tenants in the telecommunications industry.
For the year ended December 31, 2014, approximately 69% of our revenues were derived from three tenants in the industry. During
the year ended December 31, 2013, approximately 61% of our revenues were derived from three tenants in the industry.



We evaluate periodically our accounts receivable
to determine the need for an allowance for doubtful accounts. This evaluation is based on the history of past write-offs, and the
aging and materiality of the balances. For the year ended December 31, 2014 and 2013, management determined that an allowance for
doubtful accounts is not necessary.



Concentrations



We have certain customers that make up
10% or more of total revenues. During the year ended December 31, 2014, we had three customers each making up 10% or more of total
revenue. The customers individually made up 48%, 11% and 10% of total revenues. During the year ended December 31, 2013, we had
had three customers each making up more than 10% of total revenue. The customers individually made up 30%, 19% and 12% of total
revenues.



36







Rent Expense and Deferred Rent Liability



Many of the leases underlying our tower
sites have fixed term rent escalations, which provide for annual or per term increases in the amount of future ground rent payable.
We calculate straight-line ground rent expense for these leases based on the term of the underlying ground lease plus all periods,
if any, for which failure to renew the lease imposes an economic additional charge to us such that renewal appears, at the inception
of the lease, to be reasonably assured. In addition to the straight-line ground rent expense recorded, we also record an associated
straight-line rent liability which is represented under deferred rent liability in the consolidated financial statements included
in this Report.



Stock-Based Compensation



The Company accounts for stock-based compensation
to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the
fair value of the award, and is recognized as expense over the requisite employee service period. The Company estimates the fair
value of stock-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the
Company’s common stock for restricted stock awards.



Stock-based compensation expense recognized
under 2014 restricted stock awards for the year ended December 31, 2014 was $2.5 million.



Stock-based compensation expense was a
net reversal of $0.3 million for the year ended December 31, 2013 resulting from recording an expense of $0.5 million during the
period from January 1, 2013 through July 31, 2013 offset by a reversal of $0.8 million of stock compensation expense due to forfeiture
of unvested stock options as a result of termination of all stock grants on August 1, 2013.



Cash and Cash Equivalents



We consider all highly liquid instruments,
readily convertible to cash and have an original maturity of three months or less to be cash equivalents. There were no cash equivalents
as of December 31, 2014 and December 31, 2013.



Property, Equipment and Software



Property and equipment primarily consists
of the telecommunication towers and is stated at cost for constructed towers or acquired as an asset acquisition or estimated fair
values for towers acquired in a business acquisition. Costs incurred during the construction phase of the towers are capitalized.
These costs include direct costs, labor and other indirect costs. Additions, renovations and improvements are capitalized, while
maintenance and repairs are expensed. Upon the sale or retirement of an asset, the related cost and accumulated depreciation are
removed from the accounts and any gain or loss is recognized and recorded in the consolidated statements of operations in the period
the sale or retirement occurs. The carrying value of property and equipment is reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the estimated future cash
flows (undiscounted) expected to result from the use and eventual disposition of the asset group is less than the carrying amount
of the asset group, an impairment loss is recognized which is measured based on the fair value of the asset. Construction in process
is impaired when projects are abandoned or terminated. During the year ended December 31, 2014, we recorded an impairment loss
of $0.7 million related to termination of certain construction in progress projects, compared to an impairment loss of $0.5 million
in 2013.



Depreciation expense for our property and
equipment is computed using the straight-line method over the estimated useful lives of the underlying assets. The substantial
portion of our property and equipment represents the cost of our telecommunication towers which is depreciated with an estimated
useful life equal to the shorter of (1) 20 years or (2) the term, including option renewals, of the ground lease.



Asset Retirement Obligations



We recognize asset retirement obligations
associated with our legal obligation to remove the telecommunication towers or remediate the land on which the tower resides. In
determining the fair value of these asset retirement obligations we must make several subjective and highly judgmental estimates
such as those related to future removal or remediation costs and discount rates. In the period a telecommunication tower is acquired
or constructed, we record an estimated fair value of the asset retirement obligation and we accrete such liability through the
tower’s useful life which does not exceed 20 years. The associated retirement costs are capitalized and included in property,
equipment and software and depreciated over their estimated useful life.



37







Intangible Assets



The Company classifies as intangible assets
the estimated fair value of current leases in place at the acquisition date of the communication towers. Intangible assets also
include the fair value of any existing easement. These intangibles are estimated to have a useful life consistent with the useful
life of the related tower assets, which ranges typically between 15 and 20 years. For all intangible assets, amortization is calculated
using the straight-line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated
to be derived evenly over the life of the asset.



Goodwill



Goodwill is not amortized but is reviewed
for impairment at least annually, or more frequently if an event or circumstance indicates that an impairment may have occurred.
To test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If
the net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. During the year
ended December 31, 2014, the Company did not realize any additional goodwill in connection with its various identifiable assets
acquisitions. The Company assessed its goodwill for impairment and determined that goodwill is not impaired at December 31, 2014
or 2013.



Acquisitions



For acquisitions that meet the criteria
of a business, we use the acquisition method to record the transaction. The cost of an acquisition is measured as the fair value
of the consideration transferred (“Purchase Price”) on the acquisition date. The Purchase Price is then allocated between
the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. The excess, if
any, of the Purchase Price over the net identifiable assets acquired and liabilities assumed is recognized as goodwill. If the
Purchase Price is lower than the fair value of the identifiable net assets acquired, the difference is recognized as a gain on
business acquisition. Acquisition costs are expensed and included in general and administrative expenses in our consolidated statements
of operations.



For acquisitions that do not meet the criteria
of a business acquisition, we allocate the Purchase Price to the value of the towers acquired. Costs incurred in acquiring assets
that do not qualify as a business are capitalized as part of the value of the towers.



The fair value of the assets acquired and
liabilities assumed is calculated using various approaches such as the replacement cost model or the discounted cash flow valuation
method which involves management judgments and estimates around cash flows, useful life of the assets, age of the towers and discount
rates.



Income Taxes



Income taxes are accounted for under the
asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases,
and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation
allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities
during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be
taken in our income tax returns are recognized in our consolidated financial statements if such positions are more likely than
not to be sustained upon examination.



Recent Accounting Pronouncements



Recent accounting pronouncements are included
in Note 2 to the accompanying notes to the consolidated financial statements and are incorporated herein by reference thereto.



38







Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements,
financings, or other relationships with unconsolidated entities or other persons.



ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



We are a smaller reporting company; as
a result, we are not required to report quantitative and qualitative disclosures about market risk as required by item 305 of Regulation
S-K.



39







ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



|CONSOLIDATED FINANCIAL STATEMENTS                         |   
|--------------------------------------------------------- | --
|                                                          |   
|Report of Independent Registered Public Accounting Firm   | 41
|Consolidated
Balance Sheets                               | 42
|Consolidated Statements of Operations                     | 43
|Consolidated Statements of Stockholders’ Equity (Deficit) | 44
|Consolidated Statements of Cash Flows                     | 45
|Notes to Consolidated Financial Statements                | 47





40









REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors

CIG Wireless Corp. and Subsidiaries

Wellington, Florida



We have audited the accompanying consolidated
balance sheets of CIG Wireless Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2014 and
2013, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then
ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of CIG Wireless Corp.
and its subsidiaries as of December 31, 2014 and 2013 and the consolidated results of their operations and their cash flows for
each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company suffered net losses and has a working capital deficit and an accumulated deficit which raises
substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described
in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ MaloneBailey, LLP



www.malonebailey.com

Houston, Texas

April 15, 2015



41









CIG WIRELESS CORP. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                           |  | December 31,2014 |             |   | December 31, 2013 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ----------------- | -
|ASSETS                                                                                                                                                                     |  |                  |             |   |                   |  
|Current Assets                                                                                                                                                             |  |                  |             |   |                   |  
|Cash and cash equivalents                                                                                                                                                  |  | $                | 2,692,157   |   |                   | $
|Accounts receivable                                                                                                                                                        |  |                  | 243,654     |   |                   |  
|Accounts receivable from related parties                                                                                                                                   |  |                  | 77,450      |   |                   |  
|Prepaid expenses                                                                                                                                                           |  |                  | 541,512     |   |                   |  
|Total current assets                                                                                                                                                       |  |                  | 3,554,773   |   |                   |  
|                                                                                                                                                                           |  |                  |             |   |                   |  
|Restricted cash                                                                                                                                                            |  |                  | 982,486     |   |                   |  
|Property, equipment and software, net                                                                                                                                      |  |                  | 66,934,094  |   |                   |  
|Intangible assets                                                                                                                                                          |  |                  | 17,794,120  |   |                   |  
|Goodwill                                                                                                                                                                   |  |                  | 554,125     |   |                   |  
|Long -term prepaid rent                                                                                                                                                    |  |                  | 2,178,196   |   |                   |  
|Security deposits                                                                                                                                                          |  |                  | 27,037      |   |                   |  
|Deferred rent assets                                                                                                                                                       |  |                  | 516,290     |   |                   |  
|Deferred financing costs, net                                                                                                                                              |  |                  | 299,609     |   |                   |  
|Total assets                                                                                                                                                               |  | $                | 92,840,730  |   |                   | $
|                                                                                                                                                                           |  |                  |             |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY                                                                                                                             |  |                  |             |   |                   |  
|Current Liabilities                                                                                                                                                        |  |                  |             |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                                   |  | $                | 2,445,389   |   |                   | $
|Accounts payable due to related parties                                                                                                                                    |  |                  | -           |   |                   |  
|Deferred revenue                                                                                                                                                           |  |                  | 979,998     |   |                   |  
|Derivative liability                                                                                                                                                       |  |                  | 1,106,110   |   |                   |  
|Current portion of notes payable to related parties                                                                                                                        |  |                  | -           |   |                   |  
|Total current liabilities                                                                                                                                                  |  |                  | 4,531,497   |   |                   |  
|                                                                                                                                                                           |  |                  |             |   |                   |  
|Long-term deferred revenue                                                                                                                                                 |  |                  | 890,932     |   |                   |  
|Deferred rent liabilities                                                                                                                                                  |  |                  | 965,583     |   |                   |  
|Asset retirement obligations                                                                                                                                               |  |                  | 1,712,576   |   |                   |  
|Long-term subordinated obligations to related parties                                                                                                                      |  |                  | -           |   |                   |  
|Long-term debt to related parties                                                                                                                                          |  |                  | 7,000,000   |   |                   |  
|Long-term debt, net of unamortized discounts                                                                                                                               |  |                  | 40,435,830  |   |                   |  
|Total liabilities                                                                                                                                                          |  |                  | 55,536,418  |   |                   |  
|                                                                                                                                                                           |  |                  |             |   |                   |  
|Series A-1 redeemable preferred stock, 1,200,000 shares authorized, $0.00001 par value, 504,259 and 423,330 shares issued and outstanding, respectively                    |  |                  | 59,453,695  |   |                   |  
|Series A-2 redeemable convertible preferred stock, 95,000,000 shares authorized, $0.00001 par value, 89,202,402 and 36,039,902 shares issued and outstanding, respectively |  |                  | 19,374,346  |   |                   |  
|Redeemable common stock, $0.00001 par value; 8,715,000 shares issued and outstanding                                                                                       |  |                  | 3,050,250   |   |                   |  
|Stockholders' (Deficit) Equity                                                                                                                                             |  |                  |             |   |                   |  
|Preferred stock, 100,000,000 shares authorized                                                                                                                             |  |                  |             |   |                   |  
|Series B 6% 2012 convertible redeemable preferred stock,                                                                                                                   |  |                  |             |   |                   |  
|1,700,000 shares authorized, $0.00001 par value;                                                                                                                           |  |                  |             |   |                   |  
|1,680,492 shares issued and outstanding                                                                                                                                    |  |                  | 17          |   |                   |  
|Common stock, 100,000,000 shares authorized, $0.00001 par value; 69,369,314 and 21,986,123 issued and outstanding, respectively                                            |  |                  | 694         |   |                   |  
|Additional paid-in capital                                                                                                                                                 |  |                  | 23,229,265  |   |                   |  
|Accumulated deficit                                                                                                                                                        |  |                  | (68,141,835 | ) |                   |  
|Total CIG Wireless Corp. stockholders' deficit                                                                                                                             |  |                  | (44,911,859 | ) |                   |  
|Non-controlling interest                                                                                                                                                   |  |                  | 337,880     |   |                   |  
|Total stockholders' (deficit) equity                                                                                                                                       |  |                  | (44,573,979 | ) |                   |  
|Total liabilities and stockholders' (deficit) equity                                                                                                                       |  |                  | 92,840,730  |   |                   |  



The accompanying notes are an integral part
of these consolidated financial statements.



42







CIG WIRELESS CORP. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS



|                                                                          |  | Years Ended December 31, |            
|------------------------------------------------------------------------- |  | ------------------------ | -----------
|                                                                          |  | 2014                     |            
|Operating revenue:                                                        |  |                          |            
|Rent revenue                                                              |  | $                        | 6,526,900  
|Management fees to related parties                                        |  |                          | 77,077     
|Service revenue                                                           |  |                          | 313,780    
|Total operating revenue                                                   |  |                          | 6,917,757  
|                                                                          |  |                          |            
|Operating expenses                                                        |  |                          |            
|Cost of operations:                                                       |  |                          |            
|Site rental                                                               |  |                          | 1,884,755  
|Other site-related costs                                                  |  |                          | 1,058,663  
|General and administrative expenses                                       |  |                          | 8,577,415  
|Shared services from related parties                                      |  |                          | -          
|Depreciation, amortization and accretion expense                          |  |                          | 4,531,118  
|Impairment loss                                                           |  |                          | 703,744    
|Total operating expenses                                                  |  |                          | 16,755,695 
|                                                                          |  |                          |            
|Loss from operations                                                      |  |                          | (9,837,938 
|                                                                          |  |                          |            
|Other (expenses) income                                                   |  |                          |            
|Interest expense                                                          |  |                          | (3,099,531 
|Interest expense from related parties                                     |  |                          | (68,251    
|Gain on extinguishment of accounts payable                                |  |                          | -          
|Losses allocated to related party investors                               |  |                          | 34,670     
|Indemnification fees                                                      |  |                          | (2,215,110 
|Losses on modification of non-controlling interest                        |  |                          | -          
|Gain on change in fair value of derivatives                               |  |                          | 7,765,004  
|Total other (expenses) income                                             |  |                          | 2,416,782  
|                                                                          |  |                          |            
|Net loss                                                                  |  |                          | (7,421,156 
|Losses attributable to non-controlling interest                           |  |                          | 2,811,650  
|Net loss attributable to CIG Wireless Corp.                               |  |                          | (4,609,506 
|Accretion of preferred stock to redemption values                         |  |                          | (23,627,648
|Preferred stock dividends                                                 |  |                          | (19,939,999
|Net loss attributable to common stockholders                              |  | $                        | (48,177,153
|                                                                          |  |                          |            
|Net loss per share:                                                       |  |                          |            
|Net loss per share attributable to common stockholders, basic and diluted |  | $                        | (1.56      
|Weighted average common shares outstanding, basic and diluted             |  |                          | 30,809,316 



The accompanying notes are an integral part
of these consolidated financial statements.



43







CIG WIRELESS CORP. and SUBSIDIARIES

CONSOLIDATED STATEMENTS of STOCKHOLDERS’
EQUITY (DEFICIT)





|                                                                               |  | CIG Wireless
    Corp. and Subsidiaries |   |  |                 |   |   |                  | 
|------------------------------------------------------------------------------ |  | --------------------------------------- | - |  | --------------- | - | - | ---------------- | 
|                                                                               |  |                                         |   |  |                 |   |   |                  | 
|                                                                               |  |                                         |   |  |                 |   |   |                  | 
|                                                                               |  | Preferred Stock                         |   |  | Preferred Stock |   |   |                  | 
|                                                                               |  | Series
    A                            |   |  | Series
    B    |   |   | Common
    Stock | 
|                                                                               |  | Shares                                  |   |  | Amount          |   |   | Shares           | 
|Balance, December 31, 2012                                                     |  |                                         | - |  |                 | $ | - |                  | 
|                                                                               |  |                                         |   |  |                 |   |   |                  | 
|Preferred stock issued for cash                                                |  |                                         | - |  |                 |   | - |                  | 
|Common stock issued for cash                                                   |  |                                         | - |  |                 |   | - |                  | 
|Stock-based compensation                                                       |  |                                         | - |  |                 |   | - |                  | 
|Reversal of stock comoensation due to forfeiture
    of unvested stock options |  |                                         | - |  |                 |   | - |                  | 
|Common stock issued for conversion of notes payable,
    net of issuance costs |  |                                         | - |  |                 |   | - |                  | 
|Common stock issued for stock issuance costs                                   |  |                                         | - |  |                 |   | - |                  | 
|Conversion of liabilities to common stock                                      |  |                                         | - |  |                 |   | - |                  | 
|Accretion of preferred stock redemption value                                  |  |                                         | - |  |                 |   | - |                  | 
|Dividends on Series B Preferred Stock                                          |  |                                         | - |  |                 |   | - |                  | 
|Dividends paid in shares in shares on Series
    A-1 Preferred Stock           |  |                                         | - |  |                 |   | - |                  | 
|Loss on modification of class A interests                                      |  |                                         | - |  |                 |   | - |                  | 
|Net loss                                                                       |  |                                         | - |  |                 |   | - |                  | 
|Balance, December 31,
    2013                                                 |  |                                         | - |  |                 | $ | - |                  | 
|                                                                               |  |                                         |   |  |                 |   |   |                  | 
|Stock-based compensation                                                       |  |                                         | - |  |                 |   | - |                  | 
|Gain on settlement of long-term subordinated
    obligation to related party   |  |                                         | - |  |                 |   | - |                  | 
|Conversion of noncontrolling interest to common
    stock                      |  |                                         | - |  |                 |   | - |                  | 
|Accretion of preferred stock to redemption values                              |  |                                         | - |  |                 |   | - |                  | 
|Dividends declared and paid on Series B Preferred
    Stock                    |  |                                         | - |  |                 |   | - |                  | 
|Dividends declared and accrued on Series B Preferred
    Stock                 |  |                                         | - |  |                 |   | - |                  | 
|Dividends paid in shares on Series A-1 and Series
    A- 2 Preferred Stock     |  |                                         | - |  |                 |   | - |                  | 
|Net loss                                                                       |  |                                         | - |  |                 |   | - |                  | 
|Balance, December 31,
    2014                                                 |  |                                         | - |  |                 | $ | - |                  | 



The accompanying notes are an integral part
of these consolidated financial statements.



44







CIG WIRELESS CORP. and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                         |  | Years Ended December 31, |            
|---------------------------------------------------------------------------------------- |  | ------------------------ | -----------
|                                                                                         |  | 2014                     |            
|Cash flows from operating activities:                                                    |  |                          |            
|Net loss                                                                                 |  | $                        | (7,421,156 
|                                                                                         |  |                          |            
|Adjustments to reconcile net loss to net cash
    used in operating activities:          |  |                          |            
|Depreciation, amortization and accretion expense                                         |  |                          | 4,531,118  
|Impairment loss                                                                          |  |                          | 703,744    
|Amortization of deferred financing costs and
    debt discounts                          |  |                          | 289,621    
|Write-off of related party receivables and payable                                       |  |                          | -          
|Write-off of issuance costs on long-term subordinated
    obligations to related parties |  |                          | -          
|Indemnity fees                                                                           |  |                          | 1,910,110  
|Management fees revenue from related parties                                             |  |                          | (8,350     
|Losses allocated to related party investors                                              |  |                          | (34,670    
|Loss on modification of Class A interest                                                 |  |                          | -          
|Gain from extinguishment of liabilities                                                  |  |                          | -          
|Gain on change in fair value of derivatives                                              |  |                          | (7,765,004 
|Stock-based compensation                                                                 |  |                          | 2,487,145  
|Reversal of stock compensation due to forfeitures
    of unvested stock options          |  |                          | -          
|                                                                                         |  |                          |            
|Changes in operating assets and liabilities:                                             |  |                          |            
|Accounts receivable                                                                      |  |                          | (132,898   
|Accounts receivable from related parties                                                 |  |                          | (48,189    
|Prepaid expenses and other assets                                                        |  |                          | (76,382    
|Other noncurrent assets                                                                  |  |                          | (1,782,345 
|Accounts payable and accrued liabilities                                                 |  |                          | 293,732    
|Accounts payable to related parties                                                      |  |                          | -          
|Deferred revenue                                                                         |  |                          | 615,740    
|Other noncurrent liabilites                                                              |  |                          | 312,138    
|Net cash used in operating
    activities                                                |  |                          | (6,125,646 
|                                                                                         |  |                          |            
|Cash flows used in investing activities:                                                 |  |                          |            
|Cash paid for purchase and construction of fixed
    assets                              |  |                          | (5,003,748 
|Cash paid for acquisitions, net of cash acquired                                         |  |                          | (13,300,798
|Increase in restricted
    cash                                                          |  |                          | (192,899   
|Net cash used in investing
    activities                                                |  |                          | (18,497,445
|                                                                                         |  |                          |            
|Cash flows provided by financing
    activities:                                         |  |                          |            
|Proceeds from credit facility, net of discounts                                          |  |                          | 15,707,184 
|Proceeds from notes payable to related party                                             |  |                          | 7,000,000  
|Common stock sold for cash, net of issuance
    costs                                    |  |                          | -          
|Preferred stock sold for cash, net of issuance
    costs                                 |  |                          | -          
|Redeemable preferred stock, net of issuance
    costs                                    |  |                          | 2,721,167  
|Dividends on preferred stock                                                             |  |                          | (152,460   
|Payments of debt issuance costs                                                          |  |                          | (14,680    
|Payments for debt issuance costs accrued in
    prior year                               |  |                          | -          
|Payments for equity issuance costs for conversion
    of debt                            |  |                          | -          
|Distributions to related party investors                                                 |  |                          | (450,000   
|Payments on notes payable                                                                |  |                          | -          
|Payments on notes payable to related parties                                             |  |                          | (150,249   
|Net advances from related
    parties                                                    |  |                          | 125,002    
|Net cash provided by financing
    activities                                            |  |                          | 24,785,964 
|                                                                                         |  |                          |            
|Net increase in cash                                                                     |  |                          | 162,873    
|                                                                                         |  |                          |            
|Cash and cash equivalents,
    at beginning of period                                    |  |                          | 2,529,284  
|Cash and cash equivalents,
    at end of period                                          |  | $                        | 2,692,157  



The accompanying notes are an integral part
of these consolidated financial statements.



45







CIG WIRELESS CORP. and SUBSIDIARIES

CONSOLIDATED STATEMENTS of CASH FLOWS (CONTINUED)



|                                                                                   |  | Years Ended December 31, |           
|---------------------------------------------------------------------------------- |  | ------------------------ | ----------
|                                                                                   |  | 2014                     |           
|Supplemental disclosure of cash flow information:                                  |  |                          |           
|Interest paid                                                                      |  | $                        | 2,763,059 
|Taxes paid                                                                         |  |                          | -         
|                                                                                   |  |                          |           
|Acquisitions of businesses:                                                        |  |                          |           
|Fair value of assets acquired, net of cash acquired                                |  | $                        | 13,510,190
|Less: liabilities assumed                                                          |  |                          | (209,392  
|Fair value of assets, net of assumed liabilities and cash acquired                 |  |                          | 13,300,798
|Common stock issued as consideration                                               |  |                          | -         
|Net cash paid of acquisition of businesses                                         |  | $                        | 13,300,798
|                                                                                   |  |                          |           
|Noncash investing and financing Activities:                                        |  |                          |           
|Asset retirement obligations                                                       |  | $                        | 56,273    
|Related party receivable used to pay related party convertible note                |  |                          | -         
|Common stock issued for conversion of related party convertible note payable       |  |                          | -         
|Common stock issued for accrued interest on related party convertible note payable |  |                          | -         
|Common stock issued for conversion of liabilities                                  |  |                          | -         
|Common stock issued for conversion of noncontrolling interests                     |  |                          | 7,308,940 
|Accrual for Series B preferred stock dividends declared                            |  |                          | 302,488   
|Equity issuance costs paid with common stock                                       |  |                          | -         
|Accretion of preferred stock to redemption values                                  |  |                          | 23,627,648
|Dividends on Series A-1 and A-2 preferred stock                                    |  |                          | 19,637,511
|Derivative liability                                                               |  |                          | 3,573,390 
|Common stock issued for acquisition of business                                    |  |                          | -         
|Gain on settlement of long-term obligations to related party                       |  |                          | 161,597   



The accompanying notes are an integral part
of these consolidated financial statements.



46







CIG WIRELESS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



| | 1. | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION
                                         AND GOING CONCERN
| | -- | ---------------------------------------------------------------------------------------------------------



CIG Wireless Corp. and its subsidiaries (collectively,
the “Company”) develops, operates and owns wireless and broadcast communication towers in the United States. The Company’s
business consists of leasing antenna space on multi-tenant communication sites to wireless service providers. The Company was incorporated
in the state of Nevada in February 2008 and is headquartered in Wellington, Florida.





All of the Company’s operations are
located in the United States. The Company participates in the local tower development industry and conducts its operations principally
through subsidiaries of CIG Wireless. The Company’s wholly-owned subsidiaries are “Communications Infrastructure Group,
LLC” (“CIG, LLC”), “CIG Properties, LLC”, “CIG Services, LLC”, “CIG Towers, LLC”,
“CIG BTS Towers, LLC”, “CIG GA Holding, LLC”, “CIG DT Holding, LLC”, “CIG Comp Tower,
LLC”, “Specialty Towers Management, LLC” and “CIG Solutions, LLC”. Specialty Towers Management, LLC
and CIG Solutions, LLC serve as managers to the Company’s other subsidiaries.



The Company has been actively operating in
the tower business industry through our predecessor company since 2009 pursuant to the acquisition of CIG Services, LLC and CIG,
LLC in October and December 2011, respectively. All of the Company’s operations are located in the United States. Revenues
are generally generated through monthly or annual rental payments from tenants, payable under long-term contracts which often contain
fixed escalation rates. Similarly, ground lease agreements for the land on which the Company’s towers reside are payable
to the landlords under long-term contracts and have generally fixed escalation rates.



Effective January 23, 2013, the Company changed
its fiscal year end from September 30 to December 31.



All significant intercompany accounts and transactions
have been eliminated in consolidation.



Going Concern





The accompanying consolidated financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and include the Company and its wholly-owned subsidiaries, which contemplate continuation of the Company as a going concern. The
Company has generated recurring net losses since inception and has a working capital deficit of $1.0 million and an accumulated
deficit of $68.1 million as of December 31, 2014. Without additional funds from its credit facility with Macquarie or other investors,
the Company will have insufficient resources to cover its operations and execute its business plan for an extended period of time.
These factors raise substantial doubt about the Company’s ability to continue as a going concern.



Management anticipates that the Company will be dependent, for the
near future, on loan proceeds received from its credit facility with Macquarie or from other investors. The Company intends to
explore raising additional funds through the private placement of other debt or equity securities, although its ability to do so
is limited by its current credit facility and the rights of the Company’s existing preferred stockholders. There are no assurances
that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| | -- | ------------------------------------------



Cash and Cash Equivalents



The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. All of our cash balances are held at one financial institution. There
were no cash equivalents on December 31, 2014 or December 31, 2013.



Restricted Cash



The Company classifies all cash required to
be held to secure certain obligations and all cash whose use is limited as restricted cash. Restricted cash includes i) a three-month
interest and commitment fee on the outstanding balance of the credit facility required to be maintained at all times in the interest
reserve bank account according to the terms of the credit agreement entered into on September 7, 2012, ii) amounts representing
the balance of certain notes payable to related parties and related accrued and unpaid interest, and iii) proceeds from subscriptions
of preferred or common stock that were not issued as of the end of the period. Changes to amounts that are held as restricted cash
are classified as cash flows from investing activities in the consolidated statements of cash flows and are presented separately
in the consolidated balance sheets of the Company. As of December 31, 2014, there were no amounts included in restricted cash related
to ii) and iii) above.



47







Use of Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may
differ from those estimates, and such differences could be material to the accompanying consolidated financial statements. The
significant estimates in the accompanying consolidated financial statements include accounting for rent revenue and expense, asset
retirement obligations, stock-based compensation and accounting for business combinations. Management develops estimates based
on available historical experience and on various assumptions about the future which are believed to be reasonable based on the
information available.



Property, Equipment and Software



Property and equipment are stated at cost for
constructed towers or acquired as asset acquisitions or estimated fair values for towers acquired in a business acquisition, adjusted
for any impairment loss. Costs incurred during the construction phase of the towers are capitalized. Additions, renovations and
improvements are capitalized, while maintenance and repairs are expensed. In addition, the asset retirement costs for the telecommunication
towers are capitalized as part of the carrying amount of the related assets.



Towers and related assets on leased land are depreciated over the
shorter of the term of the ground lease (including renewal options) or the estimated useful life of the tower. Depreciation expense
for our property and equipment is computed using the straight-line method over the estimated useful lives of the underlying assets
as follows:



|Telecommunication towers and associated asset retirement costs | 15-20 years
|-------------------------------------------------------------- | -----------
|Software                                                       | 3 years    
|Office equipment and furniture                                 | 5 years    
|Vehicles                                                       | 5 years    



Depreciation expense of property, equipment
and software for the years ended December 31, 2014 and 2013 was $3.5 million and $2.1 million, respectively.



Asset Retirement Obligations



Asset retirement obligations are recognized
in the period in which they are incurred, if a reasonable estimate of a fair value can be made, and the liability is accreted through
the obligation’s estimated settlement date. The significant assumptions used in estimating the Company’s aggregate
asset retirement obligation are: timing of tower removals; cost of tower removals; timing and number of land lease renewals; expected
inflation rates; and credit adjusted risk-free interest rates that approximate the Company’s incremental borrowing rate.
The Company’s asset retirement obligations are included in long-term liabilities in the accompanying balance sheets. The
liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation, amortization
and accretion” in the Company’s consolidated statements of operations. Accretion expense for the years ended December
31, 2014 and 2013 was $130 thousand and $82 thousand, respectively.



Intangible Assets



The Company classifies as intangible assets
the estimated fair value of current leases in place at the acquisition date of the communication towers. Intangible assets also
include the fair value of any existing easement. These intangibles are estimated to have a useful life consistent with the useful
life of the related tower assets, which ranges typically between 15 and 20 years. For all intangible assets, amortization is calculated
using the straight-line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated
to be derived evenly over the life of the asset. Amortization expense for the years ended December 31, 2014 and 2013 was $0.9 million
and $0.3 million, respectively.



48







Goodwill



Goodwill is not amortized but is reviewed for
impairment at least annually, or more frequently if an event or circumstance indicates that an impairment may have occurred. To
test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If the
net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. For the year ended
December 31, 2014, the Company recorded no goodwill as a result of the allocation of the purchase price between the various identifiable
assets of the 37 acquisitions. During the year ended December 31, 2013, the Company recorded $0.6 million under goodwill as a result
of the allocation of the purchase price between the various identifiable assets of the Liberty acquisition. The Company assessed
its goodwill for impairment and determined that goodwill is not impaired at December 31, 2014.



Impairment of Long-Lived Assets



The Company evaluates its long-lived assets
with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of its communication
towers may not be recoverable. If the sum of the estimated future cash flows (undiscounted) expected to result from the use and
eventual disposition of the asset group is less than the carrying amount of the asset group, an impairment loss is recognized which
is measured based on the fair value of the asset. Construction in process is impaired when projects are abandoned or terminated.



At December 31, 2014, the Company recorded
an impairment loss related to abandoned or terminated projects in the amount of $0.7 million in the statement of operations for
the year ended December 31, 2014. During the year ended December 31, 2013, the Company recorded an impairment loss related to abandoned
or terminated projects in the amount of $0.5 million in the statement of operations.



Lease Buy-Outs



During the year ended December 31, 2014,
the Company paid $1.1 million as prepayments of site rental fees pursuant to amendments of the lease agreements underlying
these sites. The amount paid is included under Long-term prepaid rent of the Company’s consolidated balance sheet as of
December 31, 2014.



Fair Value Measurements



The Company determines the fair market values of its financial instruments
based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:



|Level 1 | Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                       
|Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|        |                                                                                                                                                                                                                                                                                                       
|Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.                                                                                                                                                       



The following
table sets forth by level with the fair value hierarchy the Company’s assets and liabilities measured at fair value as of
December 31, 2014 and 2013:



|December 31, 2014    |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total     | 
|-------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | --------- | 
|Derivative liability |  | $       | - |  |         | $ | - |         |  | $ | 1,106,110 | 



|December 31, 2013    |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total     | 
|-------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | --------- | 
|Derivative liability |  | $       | - |  |         | $ | - |         |  | $ | 5,297,724 | 



49







Revenue Recognition and Accounts Receivable



Site leasing revenues are recognized monthly
according to the lease agreements (on a straight-line basis when the lease payments are subject to escalation rates) when earned
and when collectability is reasonably assured, regardless of whether the payments from the tenants are received in equal monthly
amounts. Fixed escalation clauses present in non-cancellable lease agreements, excluding those tied to the Consumer Price Index
or other incentives present in lease agreements with our tenants are recognized on a straight-line basis over the fixed, non-cancellable
terms of the applicable leases. The difference between rent received and straight-lined rent is recorded under deferred rent assets
in the Company’s balance sheet. Site leasing payments received in advance are recorded as deferred revenue in the consolidated
balance sheets and recognized as revenues when earned.



Accounts receivable consists primarily of amounts
due from tenants. Related party accounts receivable represent amounts due from parties that are deemed to be related in accordance
with GAAP and represented separately from other account receivable. We derive the largest portion of our revenues corresponding
trade receivables and the related deferred rent asset from a small number of tenants in the telecommunications industry. For the
year ended December 31, 2014, approximately 69% of our revenues were derived from three tenants in the industry. During the year
ended December 31, 2013, approximately 61% of our revenues were derived from three tenants in the industry.



The Company evaluates periodically its accounts
receivable to determine the need for an allowance for doubtful accounts. This evaluation is based on the history of past write-offs,
and the aging and materiality of the balances. As of December 31, 2014 and December 31, 2013, management determined that an allowance
for doubtful accounts is not necessary.



Concentrations



The Company has certain customers that individually
make up 10% or more of total revenues. During the year ended December 31, 2014, we had three customers each making up 10% or more
of total revenue. The customers individually made up 48%, 11% and 10% of total revenues. During the year ended December 31, 2013,
the Company had three customers each making up more than 10% of total revenue. The customers individually made up 30%, 19% and
12% of total revenues.



Rent Expense and Deferred Rent Liability



Many of the leases underlying the Company’s
tower sites have fixed term rent escalations, which provide for annual or per term increases in the amount of future ground rent
payable. The Company calculates straight-line ground rent expense for these leases based on the term of the underlying ground lease
plus all periods, if any, for which failure to renew the lease imposes an economic additional charge to us such that renewal appears,
at the inception of the lease, to be reasonably assured. In addition to the straight-line ground rent expense recorded, the Company
also records an associated straight-line rent liability which is represented under deferred rent liability in the accompanying
consolidated financial statements.



Stock-Based Compensation



The Company accounts for stock-based compensation
to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the
fair value of the award, and is recognized as expense over the requisite employee service period. The Company estimates the fair
value of stock-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the
Company’s common stock for restricted stock awards.



Stock-based compensation expense recognized
under 2014 restricted stock awards for the year ended December 31, 2014 was $2.5 million.



On August 1, 2013, the Company entered into
option cancellation agreements with all holders of its outstanding stock options as of August 1, 2013. As such, all outstanding
option grants were cancelled on that date. During the period from January 1, 2013 through July 31, 2013, the Company recorded a
stock compensation expense of $0.5 million. On August 2, 2013, the Company reversed an amount of $0.8
million of stock compensation expense related to forfeitures of stock grants. As of December 31, 2014 and 2013, the Company had
no outstanding stock options.



Related Party Transactions



The Company records any material income, expenses
and related assets and liabilities that are associated with related parties separately in its consolidated balance sheets and statements
of operations. These revenues and expenses mainly include management services and lease up fees.



50







Losses Allocated to Related Party Investors



The Company, through its subsidiary and predecessor,
previously entered into six Atypical Silent Partnership Agreements with related party limited partnership investors which made
loans to the Company for the acquisition of tower assets which are segregated on the books by investment group. Profits from these
towers are allocated to the related party investors until they obtain designated rates of return of between 8 – 20%. Once
the rates of return are obtained by the related party investors, subsequent profits are allocated based upon ownership. Direct
operating expenses and losses from these towers are 100% allocated to the investors until there is a net profit. Overhead expenses
are allocated to the related party investors at a rate ranging between 60% and 99.999%. On June 30, 2012, five of these related
party investors restructured their agreements whereby they exchanged their interests in the Atypical Silent Partnership Agreements
for loan agreements and ownership in the Company’s subsidiary, CIG, LLC (refer to Note 9 for details).





The losses allocated to these related party
investors are reflected in the statements of operations in “losses allocated to related party investors.” The total
losses allocated during the years ended December 31, 2014 and 2013 were $35 thousand and $37 thousand, respectively.



Deferred Financing Costs and Debt Discounts



Deferred financing costs include legal and
advisory fees directly incurred by the Company and are deferred and amortized over the term of the underlying obligation using
the effective interest method. Debt discounts include lender fees and other costs related to the issuance of debt financing as
well as the intrinsic value of beneficial conversion features on convertible notes payable. On September 7, 2012, the Company,
through its subsidiary CIG Comp Tower, LLC, entered into a new multi-draw term loan credit facility (the “Credit Facility”)
with Macquarie Bank Limited (“Macquarie”) which matures on September 6, 2017. On the same day, the Company withdrew
$10.0 million and incurred $0.8 million as debt discounts and incurred $0.4 million of debt issuance costs of which $0.2 million
was accrued in accounts payable in 2012 and paid in 2013 in addition to $0.2 million paid in cash in 2012.



During the year ended December 31, 2013, the
Company entered into a series of additional draws which totaled $15.5 million and incurred debt discounts in the amount of $0.4
million. In connection with the transaction, the Company also recorded $53 thousand in additional deferred financing costs which
will be amortized over the term of the Credit Facility.



At December 31, 2013, the unamortized balance
of the debt discounts and deferred financing costs related to the Credit Facility was $1.0 million and $0.4 million, respectively.
Debt discounts are netted against the outstanding balance of the Credit Facility while the deferred financing costs are presented
as a non-current asset in the accompanying balance sheet. Amortization of deferred financing costs and debt discounts is included
in interest expense and totaled $69 thousand and $151 thousand, respectively for the year ended December 31, 2013.



During the year ended December 31, 2014,
the Company entered into a series of additional draws which totaled $16.0 million and incurred debt discounts in the amount
of $293 thousand. In connection with the draw transactions, the Company also recorded $15.0 thousand in additional deferred
financing costs which will be amortized over the term of the Credit Facility.



At December 31, 2014, the unamortized balance
of the debt discounts and deferred financing costs related to the Credit Facility was $1.1 million and $0.3 million, respectively.
Amortization of deferred financing costs and debt discounts is included in interest expense and totaled $77 thousand and $213 thousand,
respectively for the year ended December 31, 2014.



Net Income (Loss) Per Share



Net income (loss) per share is calculated in
accordance with ASC 260-10, “Earnings per Share”. Basic income (loss) per share is calculated by dividing net
income (loss) by the weighted average number of shares of Common Stock outstanding for the period. Diluted income (loss) per share
is calculated by dividing net income (loss) by the weighted average number of shares of Common Stock and dilutive Common Stock
equivalents outstanding. During the periods when there are anti-dilutive Common Stock equivalents, if any, they are not considered
in the computation of the diluted earnings per share. For the years ended December 31, 2014 and 2013, the impact of outstanding
stock equivalents has not been included as they would be anti-dilutive.



Income Taxes



Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is
provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during
the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken
in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely
than not to be sustained upon examination.



51







Recent Accounting Pronouncements



In August 2014, the Financial Accounting Standard
Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-15, “Presentation of Financial
Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern.”The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial
doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements
are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period
ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does
not believe the adoption of this ASU will have a significant impact on its consolidated financial statements.





In June 2014, the FASB issued ASU No. 2014-12, “Compensation
— Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance
Target Could Be Achieved after the Requisite Service Period”, clarifying the recognition timing of expense associated
with certain performance based stock awards when the performance target that affects vesting could be achieved after the requisite
service period. This ASU is an update to FASB ASC Topic 718 and is effective for fiscal years, and interim periods within those
years, beginning after December 15, 2015 with earlier adoption permitted.  The Company does not believe the adoption
of this ASU will have a significant impact on its consolidated financial statements.



In May 2014, the FASB issued ASU No. 2014-09,
“Revenue from Contracts with Customers (Topic 606)”, which requires an entity to recognize revenue in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for the transfer of promised goods or services
to customers. ASU 2014-09 supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition”and
most industry-specific guidance in the FASB Accounting Standards Codification. However, leases are excluded from the scope of this
ASU. The amendment will become effective on January 1, 2017, and early application is not permitted. The standard permits the use
of either the retrospective or cumulative effect transition method. The Company is evaluating the impact of this standard on its
consolidated financial statements.



The Company has reviewed newly issued accounting
pronouncements and updates that are effective during the periods reported and in future periods and does not believe that any of
those pronouncements will have a material impact on the Company’s financial position, results of operations and cash flows.



| | 3. | ACQUISITIONS
| | -- | ------------



ASC
805, “Business Combinations”, requires entities todetermine whether
an acquisition transaction is a business combination. If the acquisition transaction constitutes a business combination, then the
total purchaseprice is allocated to the fair value of assets acquired
and liabilities assumed based on their fair market values at the acquisition date. If the assets acquired do not constitute a business
then the acquisition is accounted for as an asset acquisition. Determining whether the transaction is a business acquisition and
the allocation process requires an analysis of acquired ground and tenant lease contracts, fixed assets, contractual commitments
and legal contingencies, if any, to identify and record the fair market value of all assets acquired and liabilities assumed. In
valuing acquired assets and assumed liabilities, fair values are based on, but are not limited to: future expected cash flows;
estimated asset retirement costs related to the telecommunication towers acquired; current replacement cost for similar capacity
for certain fixed assets; market rate assumptions; settlement plans for any litigation and contingencies; and appropriate discount
rates and growth rates.



As part of the Company’s business strategy to expand its business
and geographic presence in the telecommunication tower industry, the Company completed the following acquisitions during the years
ended December 31, 2014 and 2013:



PTA-FLA, Inc. (Cleartalk)





On January 15, 2014, the Company acquired
three communication towers from PTA-FLA, Inc. (“Cleartalk”), a privately held company, for an aggregate cash purchase
price of $0.8 million. The Company evaluated the acquisition and determined that the acquisition does not qualify as a business.



On April 1, 2014, the Company acquired two
communication towers from Cleartalk, for an aggregate cash purchase price of $0.6 million. The Company evaluated the acquisition
and determined that the acquisition does not qualify as a business.



52







On May 1, 2014, the Company acquired four communication
towers from Cleartalk for an aggregate cash purchase price $1.1 million. The Company evaluated the acquisition and determined that
the acquisition does not qualify as a business



The total purchase price of these asset acquisitions
was $2.5 million and was included in the statements of cash flows for the year ended December 31, 2014 under cash paid for purchase
and construction of fixed assets.



Southern Tower Antenna Rental (“STAR”), PTA-FLA,
Inc. (Cleartalk) and Fidelity Towers, Inc.



On March 7, 2014, the Company acquired six
communication towers from Southern Tower Antenna Rental, L.L.C. (“STAR”), a privately held company, for an aggregate
cash purchase price of $2.7 million. The transaction was consummated pursuant to an amendment of an asset purchase agreement entered
into on May 17, 2013. The Company evaluated the acquisition and determined that the acquisition qualifies as a business. As such,
the acquisition was recorded as a business acquisition.



On May 1, 2014, the Company acquired one additional
communication tower from Cleartalk for an aggregate cash purchase price of $0.8 million. The Company evaluated the acquisition
and determined that the acquisition qualifies as a business.



On June 2, 2014, the Company acquired one communication
tower from Fidelity Towers, Inc., a privately held company, for an aggregate cash purchase price of $0.4 million. The Company evaluated
the acquisition and determined that the acquisition qualifies as a business.



The aggregate purchase price for these business
acquisitions was $3.9 million. The acquisitions were accounted for using the purchase method and accordingly, the purchase price
was allocated based on the estimated fair market values of the assets acquired and liabilities assumed on the date of each acquisition.
The aggregate purchase price for these acquisitions was allocated as follows:



|Acquired assets:             |  |   |          
|---------------------------- |  | - | ---------
|Current assets               |  | $ | 10,848   
|Communication towers         |  |   | 2,270,539
|Intangible assets            |  |   | 1,673,000
|Total assets acquired        |  |   | 3,954,387
|                             |  |   |          
|Assumed liabilities:         |  |   |          
|Deferred revenue             |  |   | (17,181  
|Accrued liabilities          |  |   | (585     
|Asset retirement obligations |  |   | (35,539  
|Total liabilities assumed    |  |   | (53,305  
|                             |  |   |          
|Net assets acquired          |  | $ | 3,901,082



Tower Access Group, LLC.,



On November 12, 2014, the Company acquired
five communication tower from Tower Access Group, LLC. a privately held company, for an aggregate cash purchase price of $2.1 million.
The Company evaluated the acquisition and determined that the acquisition qualifies as a business.



The allocation of the purchase price and the
estimated fair market values of the assets acquired and liabilities assumed are shown below:



53







|Acquired assets:             |  |   |          
|---------------------------- |  | - | ---------
|Current assets               |  | $ | 4,637    
|Communication towers         |  |   | 1,632,012
|Intangible assets            |  |   | 525,000  
|Total assets acquired        |  |   | 2,161,649
|                             |  |   |          
|Assumed liabilities:         |  |   |          
|Deferred revenue             |  |   | (14,299  
|Asset retirement obligations |  |   | (32,012  
|Total liabilities assumed    |  |   | (46,311  
|                             |  |   |          
|Net assets acquired          |  | $ | 2,115,338



Southern Tower Antenna Rental (“STAR”)



On December 11, 2014, the Company acquired
twelve communication towers from Southern Tower Antenna Rental, L.L.C. (“STAR”), a privately held company, for an aggregate
cash purchase price of $5.8 million. The Company evaluated the acquisition and determined that the acquisition qualifies as a business.



On December 22, 2014, the Company acquired
one communication tower from Southern Tower Antenna Rental, L.L.C. (“STAR”), a privately held company, for an aggregate
cash purchase price of $0.5 million. The Company evaluated the acquisition and determined that the acquisition qualifies as a business.



On December 31, 2014, the Company acquired
two communication towers from Southern Tower Antenna Rental, L.L.C. (“STAR”), a privately held company, for an aggregate
cash purchase price of $1.0 million. The Company evaluated the acquisition and determined that the acquisition qualifies as a business.



The allocation of the purchase price and the
estimated fair market values of the assets acquired and liabilities assumed are shown below:



|Acquired assets:             |  |   |          
|---------------------------- |  | - | ---------
|Current assets               |  | $ | 33,765   
|Communication towers         |  |   | 4,919,388
|Intangible assets            |  |   | 2,443,000
|Total assets acquired        |  |   | 7,396,153
|                             |  |   |          
|Assumed liabilities:         |  |   |          
|Deferred revenue             |  |   | (24,387  
|Asset retirement obligations |  |   | (87,388  
|Total liabilities assumed    |  |   | (111,775 
|                             |  |   |          
|Net assets acquired          |  | $ | 7,284,378



54







Liberty Towers, LLC



On August 2, 2013, the Company acquired 38
communication towers and 252 work-in-progress sites from Liberty Towers, LLC (“Liberty”), a privately held company,
for approximately $25.0 million paid in cash and 8,715,000 shares of the Company’s Common Stock pursuant to an asset purchase
agreement entered into on May 3, 2013. The Company granted Liberty’s investors the right, based on certain conditions, to
require the Company to purchase all or any portion of the shares of Common Stock beginning on August 1, 2018, at a per share price
equal to the quoted price of the Company’s Common Stock on August 1, 2018 if certain conditions are met, as disclosed in,
and pursuant to, the rights agreement entered into between the Company and Liberty’s investors on August 1, 2013. In addition,
in December 2013, the Company paid Liberty an additional $0.1 million for construction costs incurred by Liberty during the period
from the date of execution of the asset purchase agreement to the date of the close of the acquisition.



The allocation of the purchase price and the
estimated fair market values of the assets acquired and liabilities assumed are shown below:



|Acquired assets:                |  |   |           
|------------------------------- |  | - | ----------
|Prepaid expenses                |  | $ | 96,870    
|Communication towers            |  |   | 20,047,623
|Intangible assets               |  |   | 7,732,170 
|Goodwill                        |  |   | 554,125   
|Total assets acquired           |  |   | 28,430,788
|                                |  |   |           
|Assumed liabilities:            |  |   |           
|Deferred revenue                |  |   | (78,427   
|Asset retirement obligation     |  |   | (250,116  
|Total purchase price            |  | $ | 28,102,245
|                                |  |   |           
|Consideration:                  |  |   |           
|Common stock - 8,715,000 shares |  |   | 3,050,250 
|Cash                            |  |   | 25,051,995
|Total Consideration             |  | $ | 28,102,245



Southern Tower Antenna Rental



During 2013, the Company completed three acquisition
transactions with Southern Tower Antenna Rental, L.L.C. (“STAR”), a privately held company. On August 2, 2013, the
Company acquired twenty eight antenna towers for $12.5 million. On September 30, 2013, the Company acquired one additional tower
for $0.5 million. On December 17, 2013, the Company acquired fourteen towers for $6.3 million. The transactions were consummated
pursuant to an asset purchase agreement entered into on May 17, 2013, as amended. The purchase price for the three transactions
was paid in cash and the amount is included in the statements of cash flows for the year ended December 31, 2013 under cash paid
for business acquisitions, net of cash acquired.



55







The allocation of the purchase price and the estimated fair market
values of the assets acquired and liabilities assumed are shown below.



|Acquired assets:             |  |   |           
|---------------------------- |  | - | ----------
|Current assets               |  | $ | 4,494     
|Communication towers         |  |   | 13,107,906
|Intangible assets            |  |   | 6,450,000 
|Total assets acquired        |  |   | 19,562,400
|                             |  |   |           
|Assumed liabilities:         |  |   |           
|Deferred revenue             |  |   | (65,938   
|Accrued liabilities          |  |   | (27,813   
|Asset retirement obligations |  |   | (207,906  
|Total liabilities assumed    |  |   | (301,657  
|                             |  |   |           
|Net assets acquired          |  | $ | 19,260,743



PTA-FLA, Inc. (Cleartalk) and Fidelity Towers



On June 24, 2013, the Company acquired six
communication towers from PTA-FLA, Inc. (“Cleartalk”), a privately held company, for an aggregate purchase price of
$1.6 million in cash. The Company evaluated the acquisition and determined that the acquired assets do not qualify as a business.
As such, the acquisition was recorded as an asset acquisition. In addition, the Company capitalized $0.1 million in transaction
costs in connection with the acquisition of these assets. On November 21, 2013, the Company acquired two communication towers from
Cleartalk for an aggregate price of $0.5 million. The Company evaluated the acquisition and determined that the acquired assets
do not qualify as a business. As such, the acquisition was recorded as an asset acquisition. The purchase price of the eight towers
was paid in cash and is included in the statement of cash flows under cash paid for purchases and construction of fixed assets.



On November 1, 2013, the Company acquired one
communication tower from Fidelity Towers, Inc., a privately held company, for $0.4 million. The acquisition price was paid in cash
and is included under cash paid for business acquisitions, net of cash acquired in the statement of cash flows for the year ended
December 31, 2013.



On November 21, 2013, the Company acquired
one communication tower from Cleartalk for an aggregate price of $0.3 million. The acquisition price was paid in cash and is included
under cash paid for business acquisitions, net of cash acquired in the statement of cash flows for the year ended December 31,
2013.



The allocation of the purchase price and the
estimated fair market values of the assets acquired and liabilities assumed for the acquisition of the one tower from Fidelity
Towers Inc. and one tower from Cleartalk described above is shown below.



56







|Acquired assets:            |  |   |        
|--------------------------- |  | - | -------
|Communication towers        |  | $ | 558,947
|Intangible assets           |  |   | 168,610
|Other current assets        |  |   | 250    
|Total assets acquired       |  |   | 727,807
|                            |  |   |        
|Assumed liabilities:        |  |   |        
|Deferred revenue            |  |   | (2,603 
|Asset retirement obligation |  |   | (8,947 
|Total liabilities assumed   |  |   | (11,550
|                            |  |   |        
|Net assets acquired         |  | $ | 716,257



Unaudited pro forma results of operations data
for the years ended December 31, 2014 and 2013 are shown below as if the Company and the entities described above had been combined
on January 1, 2013. The pro forma results include estimates and assumptions which management believes are reasonable. However,
pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and
are not necessarily indicative of the results that would have occurred if the business combinations had been in effect on the dates
indicated, or which may result in the future.



|                     |  | Unaudited Pro Forma Results of Operations |            
|-------------------- |  | ----------------------------------------- | -----------
|                     |  | Years Ended December 31,                  |            
|                     |  | 2014                                      |            
|                     |  |                                           |            
|Revenues             |  | $                                         | 7,370,519  
|Loss from operations |  |                                           | (10,057,939
|Net loss             |  | $                                         | (8,356,088 



The Company is satisfied that no material change in value has occurred
in these acquisitions since the acquisition dates. The results of all acquired entities have been included in the Company’s
consolidated financial statements since the respective acquisition dates.



57







| | 4. | PROPERTY, EQUIPMENT AND SOFTWARE
| | -- | --------------------------------



As of December 31, 2014 and 2013, property, equipment and software
consisted of the following:



|                                      |  | Years Ended December 31, |           
|------------------------------------- |  | ------------------------ | ----------
|                                      |  | 2014                     |           
|                                      |  |                          |           
|Telecommunications towers             |  | $                        | 66,108,644
|Land                                  |  |                          | 722,740   
|Software                              |  |                          | 133,208   
|Asset retirement obligation asset     |  |                          | 1,371,393 
|Hardware and office equipment         |  |                          | 204,142   
|Furniture & Fixtures                  |  |                          | 11,249    
|Vehicles                              |  |                          | 41,039    
|Total                                 |  |                          | 68,592,415
|                                      |  |                          |           
|Accumulated depreciation              |  |                          | (6,899,719
|Total                                 |  |                          | 61,692,696
|                                      |  |                          |           
|Construction in progress              |  |                          | 5,241,398 
|Property, equipment and software, net |  | $                        | 66,934,094



Depreciation expense for towers, equipment
and software for the years ended December 31, 2014 and 2013 was $3.5 million and $2.1 million, respectively.



For years ended December 31, 2014 and 2013,
the Company recorded an impairment loss related to abandoned or terminated construction projects in the amount of $0.7 million
and $0.5 million, respectively, in the statement of operations for the year ended December 31, 2014 and 2013. The impairment was
related to certain abandoned tower construction projects.



| | 5. | INTANGIBLE ASSETS
| | -- | -----------------



Intangible assets include the fair value of tenant leases and easements. At December 31, 2014 and 2013,
intangible assets included the following:



|                            |  | Years Ended December 31, |           
|--------------------------- |  | ------------------------ | ----------
|                            |  | 2014                     |           
|                            |  |                          |           
|Tenant leases               |  | $                        | 18,839,380
|Easements and access rights |  |                          | 182,400   
|Total                       |  |                          | 19,021,780
|Accumulated amortization    |  |                          | (1,227,660
|Intangible assets, net      |  | $                        | 17,794,120



Amortization expense for the years ended December 31, 2014 and 2013 were $0.9 million and $0.3 million,
respectively.



58







| | 6. | ASSET RETIREMENT OBLIGATIONS
| | -- | ----------------------------



The Company has a legal liability to demolish
most of its retired tower assets. The asset retirement obligations represent the estimated liability that the Company will incur
to retire its tower assets. The following table displays a reconciliation of the balance as of beginning and end of the year and
shows the significant changes that have occurred during the years ended December 31, 2014 and 2013:



|                                                |  | Years Ended December 31, |          
|----------------------------------------------- |  | ------------------------ | ---------
|                                                |  | 2014                     |          
|                                                |  |                          |          
|Asset retirement obligations, beginning of year |  | $                        | 1,397,424
|Additions/(Deletions)                           |  |                          | 56,273   
|Additions as a result of purchase accounting    |  |                          | 152,939  
|Deletions due to abandonment                    |  |                          | (24,200  
|Accretion expense                               |  |                          | 130,140  
|Asset retirement obligations, end of year       |  | $                        | 1,712,576



| | 7. | LONG-TERM DEBT
| | -- | --------------



The table below summarized the Company’s long-term debt that
is not associated with related parties as of December 31, 2014 and 2013:



|                                                                 |  | Years Ended December 31, |           
|---------------------------------------------------------------- |  | ------------------------ | ----------
|                                                                 |  | 2014                     |           
|                                                                 |  |                          |           
|Credit facility, due September 6, 2017                           |  | $                        | 41,500,000
|Total third-party debt                                           |  |                          | 41,500,000
|Current portion                                                  |  |                          | -         
|Unamortized discount on the credit facility                      |  |                          | (1,064,170
|Long-term debt, net of current portion and unamortized discounts |  | $                        | 40,435,830



Credit Facility



On September 7, 2012, the Company, through
its subsidiary CIG Comp Tower, LLC (“Comp Tower”), entered into a new multi-draw term loan credit facility (the “Credit
Facility”) with Macquarie, as administrative agent for the lenders and as collateral agent. On September 7, 2012, the Credit
Facility commitments were $15.0 million, of which the Company withdrew $10.0 million to fund its operations and fund the acquisition
of Towers of Texas. The Credit Facility may be drawn upon by Comp Tower and is secured and guaranteed by all the assets
of the Company’s subsidiary CIG Properties, LLC (“CIG Properties”). Comp Tower is a wholly-owned subsidiary of
CIG Properties. The obligations of Comp Tower and CIG Properties are secured by first priority pledges of all of the equity interests
of Comp Tower and first priority security interests in all tangible and intangible assets of Comp Tower and CIG Properties. In
connection with the transaction, the Company paid $0.4 million in debt issuance costs of which a fee of $75 thousand was paid to
ENEX, a related party. In addition, the Company paid $0.8 million in debt discounts.



On August 2, 2013, the Company borrowed
under the Credit Facility an additional $10.0 million. The proceeds were used for the acquisitions discussed under Note 3 of this
Report. In connection with this transaction, the Company paid $0.3 million in debt discounts. In addition, ENEX Group Management
SA (“ENEX”), a related party, received $50 thousand in fees associated with the increase in the commitments and the
amount is included under deferred financing costs in the consolidated balance sheet as of December 31, 2013.



59







During the last quarter of the year ended December
31, 2013, the Company borrowed an additional $ 5.5 million under the Credit Facility. The proceeds were used to fund our operations
and construction projects as well as acquisitions completed in the fourth quarter of 2013.



On May 1, 2014, and pursuant to the multi-draw
term loan facility between the Company and Macquarie Bank Limited, the Company increased its commitments under the Credit Facility
by $5.0 million.



On November 3, 2014, the Company further increased
its commitments under the Credit Facility by an additional $5.0 million.



On December 9, 2014, the Company and Macquarie
Bank Limited enter into the second amendment to the credit agreement which amends the credit agreement dated August 17, 2012. The
second amendment, among other things, provides that the interest rate floors for the base rate and LIBOR based advances, and the
margins applicable thereto under the credit agreement, will decrease on October 1, 2015. In conjunction with the second amendment,
the company also entered into an amended and restated right of first refusal Agreement, dated December 9, 2014, with Macquarie
that amends and restates the right of first refusal agreement dated August 17, 2012, by and among the CIG Parties and Macquarie.



On December 16, 2014, the Company further increased
its commitments under the Credit Facility by an additional $5.0 million.



During the year ended December 31, 2014, the
Company borrowed under the Credit Facility an aggregate total of $16 million. The proceeds were used to fund acquisitions and construction
projects, and to support the Company’s working capital requirements. The table below summarized the Company’s borrowings
under the Credit Facility during the years ended December 31, 2014 and 2013:



|                              |  | Years Ended December 31, |           
|----------------------------- |  | ------------------------ | ----------
|                              |  | 2014                     |           
|                              |  |                          |           
|January 1 through March 31    |  | $                        | 3,000,000 
|April 1 through June 30       |  |                          | 3,500,000 
|July 1 through September 30   |  |                          | 1,500,000 
|October 1 through December 31 |  |                          | 8,000,000 
|Total                         |  | $                        | 16,000,000



As of December 31, 2014, the Company had an outstanding
balance of $41.5 million under the credit facility bearing interest at 8.5% per annum and the associated unamortized balance of
the discounts was $1.0 million, the associated unamortized balance of the deferred financing costs was $0.3 million, and the related
effective interest rate as of December 31, 2014 was 8.64%. As of December 31, 2014, the Company has available $3.5 million to
draw under the credit facility. The debt discounts and the deferred financing costs are amortized over the term of the loan using
the effective interest method.



As of December 31, 2013, the Company had an
outstanding balance of $25.5 million under the credit facility bearing interest at 8.5% per annum and the associated unamortized
balance of the discounts was $1.0 million, the associated unamortized balance of the deferred financing costs was $0.4 million,
and the related effective interest rate as of December 31, 2013 was 10.22%. As of December 31, 2013, the Company had $4.5 million
available to draw under the credit facility. The debt discounts and the deferred financing costs are amortized over the term of
the loan using the effective interest method.



The Credit Facility, which matures on September
6, 2017, does not amortize during its term and the entire outstanding balance including any accrued and unpaid interest is due
and payable on the maturity date. Comp Tower has the option to designate the reference rate of interest for each specific borrowing
under the Credit Facility as amounts are advanced. Borrowings under the Credit Facility can be drawn either as Adjusted Base Advances
subject to Adjusted Base Rate interest plus a margin of 6.25%; or as Adjusted Eurodollar Advances subject to Eurodollar Rate interest
plus a margin of 7.25%. The Credit Facility obligations of Comp Tower include payments of commitment fees of 2%, administrative
agent fees, early termination fees and underutilization fees. The interest and commitment fee is paid monthly.



60







The Company has the option to prepay all
the draws on the Credit Facility together with all accrued and unpaid interest. In addition, the Credit Facility contains yield
protection provisions customary for facilities of this type, protecting the lenders in the event of breakage losses or changes
in reserve or capital adequacy requirements applicable to the lenders.



Under the terms of the Credit Facility,
the administrative agent has certain rights of first refusal to provide financing on all tower acquisitions proposed by the Company
or its subsidiaries. If the administrative agent declines to provide such financing for any reason, the Company or its subsidiaries,
other than the CIG Properties or its subsidiaries, may obtain third party financing to purchase such tower assets.



The Credit Facility Agreement contains
conventional representations and warranties, affirmative covenants, negative covenants, and financial compliance covenants customary
for transactions of this type. Events of default include failure to pay interest on any loan under the Credit Facility, any material
violation of any representation or warranty under the Credit Agreement, failure to observe or perform certain covenants under the
Credit Agreement, a change in control of Comp Tower, default under any other material indebtedness of Comp Tower, bankruptcy and
similar proceedings and failure to pay disbursements from advances issued under the Credit Facility, as well as other customary
default provisions. Upon an event of default, the applicable interest rate increases by 2% under the Credit Facility and the lenders
have the right to accelerate payments under the Credit Facility, or call all obligations due under certain circumstances. At December
31, 2014, the Company was in compliance with all of its debt covenants.



Other Third-Party Loans



As of December 31, 2012, the Company
had outstanding loans in the amount of $35,000 due upon demand to CRG Finance. The loans were unsecured, and bore interest at
10% per annum. On May 16, 2013, the Company paid off the loans for $42,981 including the accrued and unpaid interest of $7,981.



| | 8. | RELATED-PARTY NOTES PAYABLE
| | -- | ---------------------------



During the year ended December 31,
2014, the Company made principle payments in the amount of $92,196, $49,872 and $8,181, including accrued interest, related to
the notes issued in 2012 to the Company’s related-party investors in connection with the restructuring of its long-term subordinated
obligations during 2012. As such, the notes payable to the related party investors were fully paid during 2014.



On December 10, 2014, the Company
entered into two separate unsecured promissory notes with Fir Tree REF III Tower, LLC in the amount of $3.5 million, and Fir Tree
Capital Opportunity (LN) Master Fund, L.P., in the amount of $3.5 million. Pursuant to the terms of the notes, each promissory
note has a maturity date of August 1, 2018, and bearing interest at fifteen percent (15%) per annum on the principle balance, with
such interest being paid or accrued on a quarterly basis.



61







The following table represents a list of the notes payable
due to related parties as of December 31, 2014 and December 31, 2013:





|                                                              |  | Years Ended December 31, |          
|------------------------------------------------------------- |  | ------------------------ | ---------
|                                                              |  | 2014                     |          
|                                                              |  |                          |          
|Note payable to related party investors, due January 31, 2014 |  | $                        | -        
|Note payable to related party investors, due January 31, 2014 |  |                          | -        
|Note payable to related party investors, due January 31, 2014 |  |                          | -        
|Note payable to related party investors, due August 1, 2018   |  |                          | 3,500,000
|Note payable to related party investors, due August 1, 2018   |  |                          | 3,500,000
|Total related party notes payable                             |  |                          | 7,000,000
|Current portion                                               |  |                          | -        
|Related party notes payable, net of current portion           |  | $                        | 7,000,000







The outstanding balance of the notes issued
to ENEX was $800,000 as of December 31, 2012. On March 31, 2013, a receivable balance that was due from ENEX in the amount of $100,000
was offset against the notes outstanding on December 31, 2012. On April 30, 2013, the Company and ENEX executed an amendment of
the conversion price of all the outstanding convertible notes from $3.00 per share to $2.00 per share. The Company evaluated the
modification of the conversion features and determined that the amendment qualified for extinguishment of debt. In connection with
the extinguishment, the Company evaluated the conversion option of the modified notes for derivative treatment under ASC 815-15
and determined the notes and their conversion features did not qualify as derivatives. The Company also evaluated the notes for
a beneficial conversion feature under ASC 470-20 and determined a beneficial conversion feature did not exist. As a result of the
evaluation, no gain or loss was necessary to be recorded. The Company and ENEX agreed to convert the notes and the related accrued
and unpaid interest of $0.7 million and $27 thousand, respectively into 363,567 shares of the Company’s Common Stock based
on the amended conversion price. In connection with the transaction, the Company paid $73 thousand in equity issuance costs.



In connection with the related party investor
restructurings disclosed in Note 9, the Company issued three notes in the amounts of $799,000, $432,200 and $69,050 payable to
its related party investors originally maturing, as amended, on January 31, 2014. The notes are unsecured, payable in installments
through a repayment schedule until maturity and bear interest at 4% per annum. As of December 31, 2013, the outstanding balances
of the notes were $92,196, $49,872 and $8,181. The notes in addition to the related accrued interest were paid in full on January
31, 2014.



| | 9. | RELATED PARTY TRANSACTIONS
| | -- | --------------------------





Long-term Subordinated Obligations
to Related Parties



Between November 2009 and February 2010, the Company entered into six Atypical Silent Partnership Agreements
with related party limited partnership investors. Pursuant to these agreements, the related party investors made contributions
to the Company for the acquisition of tower assets which are segregated on the books by investment group. No separate legal entity
was created through these agreements. The investment agreements all have similar terms, conditions, and termination dates as defined
in the agreements. Termination dates range between December 31, 2014 and September 30, 2015. On each such termination date, each
respective investor may elect termination of the arrangement and the Company must then make distributions. Because these are mandatory
variable repayment obligations occurring on each termination date, the net obligations to these investors are classified as long-term
subordinated obligations in the consolidated balance sheets of the Company. Management fees, origination fees and interest charged
to the investors and third-party consulting and other revenue received by the Company not related to the operation of the towers
owned by the investors are separated in the statements of operations.



Except for each termination date,
the Company has the option, in its sole discretion on whether to pay any proceeds from operations or tower sales to the investors.



62







The following is a summary of the
net profits and liquidation interests of the six investors prior to the June 30, 2012 internal restructuring (described in detail
below):



|                                               |  | Interests     |       
|---------------------------------------------- |  | ------------- | ------
|Investor Name                                  |  | Related Party |       
|InfraTrust Fuenf GmbH &. Co. KG (IT5)          |  |               | 99.999
|Infrastructure Asset Pool, LLLP (ITAP)         |  |               | 99.999
|InfraTrust Zwei GmbH &. Co. KG (IT2)           |  |               | 99.999
|InfraTrust Premium Sieben GmbH & Co. KG (ITP7) |  |               | 70    
|InfraTrust Premium Neun GmbH & Co. KG (ITP9)   |  |               | 60    
|Diana Damme (Damme)                            |  |               | 60    



Profits are allocated to the related
party investors until they obtain designated rates of return of between 8 – 20%. Once the rates of return are obtained by
the related party investors, subsequent profits are allocated based upon ownership. Losses are allocated at 100% to the investors
until net profits are generated.



Restructuring



On June 30, 2012, the Company restructured
the ownership of certain of its subsidiaries and its related party investor agreements (the “Restructuring”) intended
to align the Company’s organization with its strategic plans, including anticipated near-term financing.



Prior to the Restructuring, title
to a number of the wireless communications towers was held by CIG, LLC. However, profit participation rights in the towers (the
“Profit Participation”) was separately reserved to related party investment funds domiciled in the Republic of Germany:
InfraTrust Zwei GmbH & Co. KG, InfraTrust Fünf GmbH & Co. KG, and BAC InfraTrust Premium Neun GmbH & Co. KG (collectively,
the “Funds”). The respective Profit Participation rights were previously set forth in three separate Atypical Silent
Partnership Agreements with CIG, LLC (the “ASPs”).



The Restructuring was required and
requested by the manager of the Funds in order to provide a more conventional legal structure for the ownership of the towers by
the Company, while maintaining substantially the same economic rights for the Funds as derived from the towers. Pursuant to the
Restructuring, the Funds will now derive their economic rights in the towers through preferred Class A Membership Interests of
CIG, LLC, as further described below.



In 2011, the Funds were dual chartered
as limited partnerships in the State of Georgia (collectively, the “Georgia LPs”). The Georgia LPs are controlled and
owned by the Funds, as follows: Compartment IT2, LP, Compartment IT5, LP and Compartment IT9, LP corresponding to InfraTrust Zwei
GmbH & Co. KG, InfraTrust Fünf GmbH & Co. KG and BAC Infratrust Premium Neun GmbH & Co. KG, respectively.



The CIG, LLC Amended and Restated
Operating Agreement, dated June 30, 2012, (the “CIG, LLC A&R Operating Agreement”) provided for three preferred
Class A Membership Interests: Class A-IT2, Class A-IT5 and Class A-IT9 (collectively, the “Class A Interests”), issued
to Compartment IT2, LP, Compartment IT5, LP and Compartment IT9, LP, respectively.



At the closing of the Restructuring,
the ASPs were assigned and transferred from the Funds to the corresponding Georgia LPs in connection with the exchange for the
Class A Interests. CIG, LLC issued each Georgia LP Class A Interests to replicate the Profit Participation rights previously held
through the respective ASPs prior to the Restructuring. The ASPs terminated upon effectiveness of the exchange for Class A Interests.



The CIG, LLC A&R Operating Agreement
also provides for a class of management membership interests (the “Management Interests”), which were issued to CIG
Towers, LLC, a subsidiary of the Company. CIG, LLC will be managed by another subsidiary, CIG Solutions, LLC (“CIG Solutions”),
as manager. Management of CIG, LLC remains subject to unanimous consent of the Class A Interests for certain Company actions. As
manager, CIG Solutions will receive a management fee of 1% of the capital contributions made by the holders of the Class A-IT2
Interests and Class A-IT9 Interests plus any related party loans and a broker fee of 5% of the gross value of new towers attributable
to the Class A-IT5 Interests plus any related party loans. The capital contributions are defined by the value of the tower assets
previously underlying the respective ASPs exchanged for the Class A Interests.



63







Subject to the Amendments to the
A&R Operating Agreement, described in further detail below, distributions will be made to Compartment IT2, LP by CIG, LLC from:
(i) available funds related to the communication towers attributable to the Class A-IT2 Interests; and (ii) available funds related
to any and all communication towers subsequently acquired with proceeds from loans derived from collateralization of towers attributable
to the Class A-IT2 Interests, in the following order of priority:



| | 1) | 20% return in an amount equal to an internal rate of return on the previously contributed capital
calculated from February 16, 2010, to the holders of the Class A-IT2 Interests (this 20% return is contingent upon there being
net income generated from the towers, as of the date of this report, CIG, LLC and its wholly owned subsidiaries have not generated
net income); then
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | 80% to the holders of the Class A-IT2 Interests and 20% to the holders of the Management Interests.
| | -- | ---------------------------------------------------------------------------------------------------



Subject to the Amendments to the
A&R Operating Agreement, described in further detail below, distributions will be made to Compartment IT5, LP by CIG, LLC from:
(i) available funds related to the communication towers attributable to the Class A-IT5 Interests; and (ii) available funds related
to any and all communication towers subsequently acquired with proceeds from loans derived from collateralization of towers attributable
to the Class A-IT5 Interests, in the following order of priority:



| | 1) | 20% return on its capital contribution, in an amount equal to an internal rate of return on the
previously contributed capital calculated from December 21, 2010 to the holders of the Class A-IT5 Interests (this 20% return is
contingent upon there being net income generated from the towers, as of the date of this report, CIG, LLC and its wholly owned
subsidiaries have not generated net income); then
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | 80% to the holders of the Class A-IT5 Interests and 20% to the holders of the Management Interests.
| | -- | ---------------------------------------------------------------------------------------------------



Subject to the Amendments to the
A&R Operating Agreement, described in further detail below, distributions will be made to Compartment IT9, LP by CIG, LLC from:
(i) available funds related to the communication towers attributable to the Class A-IT9 Interests; and (ii) available funds related
to any and all communication towers subsequently acquired with proceeds from loans derived from collateralization of towers attributable
to the Class A-IT9 Interests, in the following order of priority:



| | 1) | 10% return on its capital contribution, in an amount equal to an internal rate of return on the
previously contributed capital calculated from February 26, 2010 to the holders of the Class A-IT9 Interests (this 10% return is
contingent upon there being net income generated from the towers, as of the date of this report, CIG, LLC and its wholly owned
subsidiaries have not generated net income); then
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | 80% to the holders of the Class A-IT9 Interests and 20% to the holders of the Management Interests.
| | -- | ---------------------------------------------------------------------------------------------------



Subject to the Amendments to the
A&R Operating Agreement, described in further detail below, distributions will be made to the holder of the Management Interests
as per above and also from all other funds available for distribution which are: (i) not related to the respective communication
towers attributable to the Class A Interests; and (ii) not related to any and all communication towers subsequently acquired with
proceeds from loans derived from collateralization of the towers attributable to Class A Interests. Funds available for distribution
are determined by reference to revenues less expenses, subject to customary accounting adjustments and reserves.



Subject to the Amendments to the
A&R Operating Agreement, described in further detail below, in the event of a liquidation of CIG, LLC, the holders of each
of the Class A Interests will receive the net proceeds from the liquidation of the corresponding communication towers and related
assets contributed by the respective Georgia LPs to CIG, LLC.





At the discretion of the Funds’ manager,
the Class A Interests were originally convertible into shares of Common Stock into such number of shares of Common Stock equal
to the Class A Member’s capital account (calculated as of June 30, 2012 adjusted for the difference between the fair value
of the cell phone tower assets as of June 30, 2012 compared to the carrying book value of the cell phone tower assets as of June
30, 2012) divided by a conversion price per share calculated by reference to the dollar value which is equal to 25% less than the
prior twenty trading days’ volume weighted average price of the Common Stock. On December 31, 2014 for the Class A-IT2 Interests
and Class A-IT5 Interests and on March 31, 2015 for the Class A-IT9 Interests and upon termination of the Class A interest by the
Funds as a result of liquidation, the exchange of the relevant Class A Interests into Common Stock was effectuated.



64







On December 31, 2012, the Company
entered into an amendment of the CIG, LLC A&R Operating Agreement (the “Amendment No. 2”) which modified the prices
for conversion of the Class A Interests of CIG, LLC owned by the Compartments into Common Stock. Pursuant to Amendment No. 2, the
Class A Interests were subject to an initial minimum conversion price of $2.00 per share of the Company’s Common Stock and
an initial maximum conversion price of $3.00 per share of Common Stock, with increase of the maximum conversion price per share
after listing of the Company’s Common Stock on a “national securities exchange” as defined in the Exchange Act
, by $0.50 per share every 30 day period thereafter, up to a maximum conversion price of $5.50 per share of the Common Stock. Amendment
No. 2 sets forth the conversion values at $11,518,900 for all the Compartments without and no future adjustments, charges or fees
to the conversion values of any Class A interests.



Amendment No. 2 also provides for
the Compartments to retain certain performance preferences and liquidation preferences, and all other ordinary rights to dividends
or distributions made by CIG, LLC, provided, however, any and all distributions of any nature or kind shall in the respective aggregate
applicable to each of the Class A Interests not exceed the respective conversion value of such Class A Interests. Except with respect
to the economic rights and preferences attributable to the conversion value, the Class A Interests will not have any other equity
participation or liabilities with respect to any profits or losses of CIG, LLC.





Amendment No. 2 waived the twelve-month
market stand-down condition set forth in the Operating Agreement to the extent shares of Common Stock received in exchange for
the Class A Interests become eligible for resale in reliance on Rule 144 promulgated under the Securities Act (“Rule 144”).
Subject to customary exceptions, the Company has agreed to register such shares of Common Stock received in exchange for the Class
A Interests if for any reason Rule 144 is not available to the holders of Class A Interests following conversion. In connection
with Amendment No. 2, we recorded a loss resulting from modification of the non-controlling interest of $0.8 million in our statement
of operations for the year ended December 31, 2012 which represents the incremental increase in the fair value of the modified
Class A Interests.



On August 1, 2013, the Class A Interests
were amended again, whereby the conversion rate was reduced from $3.00 per share to $1.00 per share. Such amendment also provided
that payments to the holders of Class A Interests shall be subordinated in right of payment to all obligations of CIG, LLC and
the Company to the holders of Series A-1 Preferred Stock or Series A-2 Preferred Stock. In connection with the modification, the
Company recorded a loss resulting from modification of the non-controlling interest of $2.7 million for the year ended December
31, 2013 which represents the incremental increase in the fair value of the modified Class A Interests.







On December 31, 2014, the Class A Interests
held by InfraTrust Zwei GmbH & Co. KG (“IT2”) and Infratrust Fünf GmbH & Co. KG (“IT5”), having
an aggregate exchange value of approximately $11.0 million, were automatically exchanged for 39,490,420 shares of our Common Stock
at a rate of $0.2788 per share. Subsequent to the end of the fiscal year ended December 31, 2014, on March 31, 2015, the Class
A Interests held by BAC Infratrust Premium Neun & Co. KG (“IT9”), with an aggregate exchange value of $508,971,
were automatically exchanged for 6,841,008 shares of our Common Stock at a rate of $0.0744 per share. Each of the foregoing exchanges
was consummated pursuant to the terms of the CIG, LLC Operating Agreement for no additional consideration to the Company. On December
31, 2014, the Company entered into an agreement to terminate the ITP7 A-typical Partnership in exchange for an agreed upon cash
payment of $450,000, together with an agreed extinguishment of the remaining net liability of $161,597, and with no further obligations
under the agreement with the related parties.



A summary of the changes in the
long-term subordinated obligations to related parties for the year ended December 31, 2014 and 2013 is as follows:





|                                               |  | Years Ended December 31, |         
|---------------------------------------------- |  | ------------------------ | --------
|                                               |  | 2014                     |         
|                                               |  |                          |         
|                                               |  |                          |         
|Balance, beginning of period                   |  | $                        | 654,616 
|Distributions                                  |  |                          | -       
|Management fees                                |  |                          | (8,349  
|Write-off of issuance costs                    |  |                          | -       
|Losses allocated to related party investors    |  |                          | (34,670 
|Termination of A-typical partnership agreement |  |                          | (450,000
|Gain on settlement of obligations              |  |                          | (161,597
|Balance, end of period                         |  | $                        | -       





65







Management fees provided to ITP7
are accounted for against the long-term subordinated obligations and totaled $8,350 and $8,350 during the years ended December
31, 2014 and 2013, respectively.



Accounts Receivable from Related Parties



Accounts receivable due from related
parties are presented separately from other accounts receivable in the Company’s consolidated balance sheets included in
this Report. These amounts are unsecured, bear no interest and are due on demand. The below table represents the balances due from
related parties as of December 31, 2014 and 2013:



|                                         |  | Years Ended December 31, |       
|---------------------------------------- |  | ------------------------ | ------
|                                         |  | 2014                     |       
|                                         |  |                          |       
|BAC Infratrust Sechs GmbH & Co. KG (IT6) |  | $                        | 11,416
|BAC Infratrust Acht GmbH & Co. KG (IT8)  |  |                          | 66,034
|Total                                    |  | $                        | 77,450



Accounts Payable to Related Parties



Accounts payable to related parties
are presented separately from other accounts payable in the Company’s consolidated balance sheets included in this Report.
These amounts are unsecured, bear no interest and are due on demand. The below table represents the balances payable to related
parties as of December 31, 2014 and December 31, 2013:



|                                         |  | Years Ended December 31, |  
|---------------------------------------- |  | ------------------------ | -
|                                         |  | 2014                     |  
|                                         |  |                          |  
|BAC Infratrust Sechs GmbH & Co. KG (IT6) |  | $                        | -
|Berlin Atlantic Capital US, LLC          |  |                          | -
|Total                                    |  | $                        | -



Other Related Party Transactions



The Company assists certain investment
partners who are related parties in the management, identification and acquisition of tower assets including towers and tower sites.
The Company charges origination fees, management fees and lease-up fees. During the year ended December 31, 2014, these fees totaled
$0.1 million compared to $0.2 million during the same period of the prior year.



The Company incurred certain expenses related to shared services with related parties during 2013. In
August 2013, the Company terminated its shared services Agreement, and therefore did not incur any shared services expense during
2014. Shared services expenses totaled $0.3 million during 2013 and included
office lease expenses only.



66







During 2013, the Company paid ENEX
a fee of $50 thousand in connection with the increase in the borrowing under the credit facility (see Note 7). On August 1, 2013,
the Company and ENEX agreed to terminate the corporate development agreement and the corporate consulting agreement. In consideration
for the termination of the agreements, the Company paid a fee of $66 thousand (see Note 10).



| | 10. | COMMITMENTS AND CONTINGENCIES
| | --- | -----------------------------



On March 26, 2012, the Company entered
into a Corporate Development Agreement and a Corporate Consulting Agreement with ENEX, a related party. Pursuant to the Corporate
Development Agreement, ENEX assisted the Company in raising capital. ENEX received placement agent fees consisting of commissions
as follows: (i) for the sale of Common Stock, 15% on the first million dollars, 12% on the second million dollars and 10% on the
third million dollars and thereafter; (ii) for the sale of preferred stock, 10% on the first million dollars, 8% on the second
million dollars, 6% on the third million dollars, 4% on the fourth million dollars and 2% on the fifth million dollars and anything
thereafter; (iii) for debt placements, 0.5% of the aggregate value of senior secured financing, 0.5% of the aggregate value of
securitization credit financing, and for subordinated debt, the same fees as for the sale of preferred stock; and (iv) for the
introduction to mergers and acquisitions transactions, the same fees as those owed for the sale of preferred stock. Pursuant to
the Corporate Consulting Agreement, ENEX rendered advisory services to the Company. The Company paid fees to ENEX, including a
monthly advisory services fee of $9,500 and payments for services rendered by personnel of ENEX in the capacities of Chief Financial
Officer and Chairman of the Board of the Company, in the amounts of $19,500 and $12,500 per month respectively. Furthermore, in
September 2012, the Company paid ENEX a fee of $75 thousand in connection with the commitments under the Credit Facility entered
into on September 7, 2012. Effective August 1, 2013, the Company and ENEX agreed to terminate the Corporate Development Agreement
dated March 26, 2012, as amended and the Corporate Consulting Agreement dated March 26, 2012, as amended. The Company paid ENEX
a termination fee of $66 thousand which was paid in three monthly installments. In addition, the Company paid ENEX a fee of $50
thousand in connection with the increase in the commitments of the Credit Facility.



On March 22, 2012, the Company entered
into a Corporate Development Agreement and a Corporate Consulting Agreement with CRG Finance AG (“CRG”). Pursuant to
the Corporate Development Agreement, CRG Finance was to assist the Company in raising capital. CRG Finance AG was to receive placement
agent fees consisting of commissions as follows: (i) for the sale of Common Stock, 15% on the first million dollars, 12% on the
second million dollars and 10% on the third million dollars and thereafter; (ii) for the sale of preferred stock, 10% on the first
million dollars, 8% on the second million dollars, 6% on the third million dollars, 4% on the fourth million dollars and 2% on
the fifth million dollars and anything thereafter; (iii) for debt placements, 0.5% of the aggregate value of senior secured financing,
0.5% of the aggregate value of securitization credit financing, and for subordinated debt, the same fees as for the sale of preferred
stock; and (iv) for the introduction to mergers and acquisitions transactions, the same fees as those owed for the sale of preferred
stock. Pursuant to the Corporate Consulting Agreement, CRG Finance AG rendered advisory services to the Company. The Company incurred
a monthly advisory services fee of $9,500 to CRG. On August 1, 2013, the Company and CRG agreed to terminate the Corporate Development
Agreement and the Corporate Consulting Agreement. The Company agreed to pay CRG $35 thousand in cash and issue 120,000 shares of
our Common Stock in settlement of amounts due to CRG under these agreements.



On July 23, 2012, the Company entered into a distribution agreement with Cogefi Finance Asset Management
AG (“COGEFI”), a securities placement agent. Pursuant to the distribution agreement, COGEFI was permitted to sell on
behalf of the Company up to $5.0 million of the Series B Preferred Stock of the Company, at a stated price of $3.00 per share.
In connection with each sale of the Series B Preferred Stock, COGEFI received 15% of the gross subscription proceeds from the Company
following acceptance by the Company of the subscriptions for the securities and receipt and acceptance of the funds underlying
such subscriptions. The agreement was terminated effective July 2, 2013.





On August 1, 2013, the Company and the
Fir Tree Investors entered into a registration rights agreement. The Company has agreed, upon the demand of the Fir Tree Investors,
to prepare and file a Registration Statement on Form S-3 (or such other form as available if Form S-3 is not available) covering
the resale of the shares of Common Stock issued or issuable to the Fir Tree Investors upon conversion of the Series A-2 Preferred
Stock. If the Registration Statement is not filed with the SEC 30 days following a demand for registration or is not declared effective
by the SEC within 60 days after filing (subject to certain exceptions) or the Company is otherwise in breach of the Registration
Rights Agreement, the Company shall be subject to liquidated damages payable to the Fir Tree Investors in the amount of 1.5% of
the aggregate purchase price paid by the Fir Tree Investors pursuant to the Securities Purchase Agreement for the securities to
be covered by such Registration Statement. On August 1, 2013, the Company and the Fir Tree Investors entered into a stand down
agreement whereby the Fir Tree Investors agreed that they would not, during a period ending December 31, 2014, sell, grant dispose
or transfer any shares of the Common Stock of the Company.



67







Leases



The majority of the Company’s communication
towers reside on land that is leased under operating leases that expire over various terms. The leases contain renewal options
with annual escalation rates of up to 4% and are executed annually or upon renewal of the term which range between 5-10 years.
Escalation clauses present in operating leases are recognized on a straight-line basis over the non-cancelable term of the lease.



Future minimum rental payments under
non-cancelable operating leases include payments for these renewal periods. The Company is reasonably assured that the leases will
be renewed due to the adverse impact of losing the rent revenues related to these sites generated from its tenants. As a result,
the future minimum rental payments included in the below table include payments for these renewal periods.



Future minimum rental payments payable
to landlords under non-cancelable operating ground leases (with initial or remaining lease terms in excess of one year) as of December
31, 2014 were as follows:



|Year Ended December 31,                |  |   |            | 
|-------------------------------------- |  | - | ---------- | 
|2015                                   |  | $ | 1,732,655  | 
|2016                                   |  |   | 1,755,932  | 
|2017                                   |  |   | 1,786,204  | 
|2018                                   |  |   | 1,841,503  | 
|2019                                   |  |   | 1,878,806  | 
|Thereafter                             |  |   | 25,185,881 | 
|Total minimum operating lease payments |  | $ | 34,180,981 | 



Total rent expense for the years ended December 31,
2014 and 2013 was $1.9 million and $1.2 million.



Future minimum rental payments receivable from tenants
under non-cancelable operating tenant leases (with initial or remaining lease terms in excess of one year) as of December 31, 2014
were as follows:



|Year Ended December 31,                |  |   |            | 
|-------------------------------------- |  | - | ---------- | 
|2015                                   |  | $ | 7,037,117  | 
|2016                                   |  |   | 6,845,357  | 
|2017                                   |  |   | 6,138,788  | 
|2018                                   |  |   | 4,222,763  | 
|2019                                   |  |   | 2,472,652  | 
|Thereafter                             |  |   | 5,220,253  | 
|Total minimum operating lease receipts |  | $ | 31,936,930 | 



68







Debt



Future minimum payments owed on the outstanding debt
of the Company as of December 31, 2014 are as follows:





|                            |  | Year Ended December 31, |          
|--------------------------- |  | ----------------------- | ---------
|                            |  | 2015                    |          
|Credit facility             |  | $                       | -        
|Related-party notes payable |  |                         | -        
|Future interest payments    |  |                         | 3,390,896
|Lease obligations           |  |                         | 1,732,655
|Total                       |  | $                       | 5,123,551





| | 11. | STOCKHOLDERS’ EQUITY
| | --- | --------------------



Common and Preferred Stock



On January 21, 2014, the Company
paid the cash dividends accrued on the Series B Preferred Stock for the period from July 1, 2013 through December 31, 2013 of $152,460.
The dividends were declared by the Board on January 14, 2014.



On June 30, 2014, the Company accrued dividends on the Series B Preferred Stock for the period from January
1, 2014 through June 30, 2014 of $150,001. The dividends were declared by the Board on May 28, 2014.



On December 31, 2014, the Company
accrued dividends on the Series B Preferred Stock for the period from July 1, 2014 through December 31, 2014 of $152,487. The dividends
were declared by the Board during October 2014.



On December 31, 2014, the Class A Interests held by InfraTrust Zwei GmbH & Co. KG (“IT2”)
and Infratrust Fünf GmbH & Co. KG (“IT5”), having an aggregate exchange value of approximately $11.0 million,
were automatically exchanged for 39,490,420 shares of our Common Stock at a rate of $0.2788 per share. No
additional consideration was received by the Company in connection with the issuance of the Common Stock in the transaction.During
the year ended December 31, 2013, the Company issued an aggregate of 761,125 shares of Common Stock at a price of $2.00 per share
for cash proceeds of $1.4 million, net of equity issuance costs of $0.2 million.





During the year ended December 31, 2013,
the Company issued an aggregate of 363,567 shares of Common Stock to convert $0.7 million of related party notes payable and accrued
interest. Also, the Company paid in cash $0.1 million in equity issuance costs in connection with this transaction.



During the year ended December 31, 2013,
the Company issued an aggregate of 1,500 shares of Common Stock as payment of equity issuance costs.



During the year ended December 31, 2013,
the Company paid $35 thousand as payment on outstanding liabilities for advisory fees in the amount of $155 thousand to CRG Finance
and issued 120,000 shares of Common Stock. The fair value of the shares of Common Stock issued was $42 thousand resulting in a
gain on the extinguishment of liabilities of $78 thousand.



The Series B Preferred Stock is convertible to Common Stock at the stated value conversion price of $3.00
per share. The Series B Preferred Stock has a dividend rate of 6% per annum and may be redeemed at the sole discretion of the Company
at any time after the third anniversary of the date of issuance if the Series B Preferred Stock has not been converted to Common
Stock as of such date. The Series B Preferred Stock automatically converts into Common Stock upon the closing of an underwritten
public offering of shares of Common Stock having a total gross offering value of not less than $40 million. All Series B Preferred
Stock will vote together with Common Stock except with respect to any matters pertaining only to the Series B Preferred Stock as
to which the Series B Preferred Stock will vote as a separate class. During the year ended December 31, 2013, the Company issued
an aggregate of 1,053,777shares of the Series B Preferred Stock for cash
proceeds of $2.7 million, net of equity issuance costs of $0.5 million. During the year ended December 31, 2012, the Company issued
an aggregate of 626,715 shares of the Series B Preferred Stock for cash proceeds of $1.6 million, net of issuance costs of $0.3
million. At December 31, 2014 and 2013, 1,680,492 shares of the Series B Preferred Stock were issued and outstanding. The Company
does not expect to issue any additional Series B Preferred Stock in the future.



On January 16, 2013 and July 16,
2013, the Company paid the dividends accrued on the Series B through December 31, 2012 and June 30, 2013 for $18,149 (declared
in 2012) and $90,893 (declared in 2013), respectively. The dividends from July 1, 2013 through December 31, 2013 were declared
by the Board on January 14, 2014.



69







Effective November 28, 2012, the
Board of Directors of the Company made a determination not to issue any additional shares of the Series A 4% Preferred Stock. On
July 26, 2013, the Company filed a Withdrawal of Designation with the Nevada Secretary of State terminating the Series A 4% Preferred
Stock.



Temporary Equity





On March 7, 2014, the Company issued 30,000
shares of Series A-1 Non-Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred
Stock”) and 3,228,626 shares of Series A-2 Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series
A-2 Preferred Stock”) to Fir Tree Capital Opportunity (LN) Master Fund, L.P. (“FT-LP”), and Fir Tree REF III
Tower LLC (“FT-LLC”, and together with FT-LP, the “Fir Tree Investors”) for an aggregate purchase price
of $3.0 million in cash proceeds which were used primarily to fund the six communication towers acquired on March 7, 2014 from
STAR (see Note 3). In addition, on March 7, 2014, the Company issued to the Fir Tree Investors 3,900 shares of Series A-1 Preferred
Stock and 402,596 shares of Series A-2 Preferred Stock to settle an indemnification claim made by the Fir Tree Investors pursuant
to the Securities Purchase Agreement, dated as of August 1, 2013 (the “Securities Purchase Agreement”) among the Company
and the Fir Tree Investors. The fair value of these indemnification shares was determined to be $0.9 million and was expensed during
2014.



On March 31, 2014, the Company issued to
the Fir Tree Investors, in lieu of cash dividends, 9,499.06 shares of Series A-1 Preferred Stock. In connection with this issuance,
the Company issued 1,040,132 adjustment shares of Series A-2 Preferred stock to the Fir Tree Investors. The Company recorded the
fair value of the 9,499.06 shares of Series A-1 Preferred Stock and 1,040,132 adjustment shares of Series A-2 Preferred Stock as
preferred stock dividends at $1.0 million and $1.3 million, respectively.



On June 30, 2014, the Company issued to
the Fir Tree Investors, in lieu of cash dividends, 10,472.66 shares of Series A-1 Preferred Stock. In connection with this issuance,
the Company issued 1,164,806 adjustment shares of Series A-2 Preferred stock to the Fir Tree Investors. The Company recorded the
fair value of the 10,472.66 shares of Series A-1 Preferred Stock and 1,164,806 adjustment shares of Series A-2 Preferred Stock
as preferred stock dividends at $1.1 million and $0.6 million, respectively.



On August 25, 2014, the Company issued
to the Fir Tree Investors 5,000 shares of Series A-1 Preferred Stock and 560,766 shares of Series A-2 Preferred Stock to settle
an indemnification claim made by the Fir Tree Investors pursuant to the Securities Purchase Agreement, dated as of August 1, 2013
(the “Securities Purchase Agreement”) among the Company and the Fir Tree Investors. The fair value of these indemnification
shares was determined to be $1.0 million and was expensed during the year ended December 31, 2014.



On September 30, 2014, the Company issued
to the Fir Tree Investors, in lieu of cash dividends, 10,870.92 shares of Series A-1 Preferred Stock. In connection with this issuance,
the Company issued 1,237,414 adjustment shares of Series A-2 Preferred stock to the Fir Tree Investors. The Company recorded the
fair value of the 10,870.92 shares of Series A-1 Preferred Stock and 1,237,414 adjustment shares of Series A-2 Preferred Stock
as preferred stock dividends at $1.2 million and $0.4 million, respectively.





On December 31, 2014, certain
Class A Interests in CIG LLC, which have an aggregate exchange value of $11.0 million, were automatically exchanged into 39,490,420
shares of common stock. These Class A membership interests were originally included under non-controlling interest in our consolidated
balance sheets and had a book value of $7.3 million on the exchange date.On December 31, 2014 and according tothe anti-dilution provisions and terms of the Series A-1 Preferred Stock and Series A-2 Preferred Stock of the Company and pursuant
to the conversion of the Class A membership interests, we issued an aggregate of42,959,756 shares
of Series A-2 Convertible Preferred Stock to the Fir Tree Investors. We recorded the fair value of the anti-dilutions shares as
additional dividends at $12.0 million.



70







On December 31, 2014, we issued to the Fir Tree Investors, in lieu of cash dividends, 11,185.34 shares
of Series A-1 Preferred Stock. In connection with this issuance, we issued 2,568,404 adjustment shares of Series A-2 Preferred
stock to the Fir Tree Investors. We recorded the fair value of the 11,185.34 shares of Series A-1 Preferred Stock and 2,568,404
adjustment shares of Series A-2 Preferred Stock as preferred stock dividends at approximately $1.3 million and approximately $0.7
million, respectively.





On August 2, 2013, the Company issued 349,707
shares of Series A-1 Non-Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred
Stock”) and 29,297,652 shares of newly created Series A-2 Convertible Redeemable Preferred Stock, par value $0.00001 per
share (the “Series A-2 Preferred Stock”) pursuant to the Securities Purchase Agreement. In connection with this transaction,
the Company received $35.0 million in proceeds which were used primarily to fund the acquisitions of STAR and Liberty described
in Note 3. On December 18, 2013, the Company issued 60,000 shares of Series A-1 Preferred Stock and 5,520,468 shares of Series
A-2 Preferred Stock for an aggregate purchase price of $6.0 million in proceeds which were used primarily to fund the fourteen
towers acquired from STAR on December 17, 2013 (see Note 3). The Company incurred aggregate issuance costs of $4.2 million associated
with the sale of these shares.



The certificate of designation, preferences
and rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock (the “Certificate of
Designation”) was filed by the Company with the Nevada Secretary of State on August 1, 2013 and filed as an exhibit to Form
8-K filed with the SEC on August 7, 2013.



The Series A-1 Preferred Stock ranks, with
respect to dividend payments and distributions of the Company’s assets upon a liquidation event, senior to (i) the Series
A-2 Preferred Stock, the Series B Preferred Stock, the Common Stock and the Class A Interests, and all other now or subsequently
existing classes and series of capital stock of the Company; and (ii) any other equity or equity-linked securities, unless approved
by the Fir Tree Investors. The Series A-2 Preferred Stock ranks with respect to dividend payments and distributions of the Company’s
assets upon a liquidation event, (a) junior to the Series A-1 Preferred Stock, (b) senior to the Series B Preferred Stock, the
Common Stock, the Class A Interests and all other now or subsequently existing classes and series of capital stock of the Company
and (c) except for the Series A-1 Preferred Stock, senior to any other equity or equity-linked securities unless approved by the
Fir Tree Investors.



The preferences of each share of Series
A-1 Preferred Stock and Series A-2 Preferred Stock, respectively, with respect to dividend payments and distributions of the Company’s
assets upon a liquidation event, are equal to the preferences of every other share of Series A-1 Preferred Stock and Series A-2
Preferred Stock, respectively.



The holders of Series A-1 Preferred Stock
are entitled to receive cumulative dividends quarterly in arrears at a rate, based on the Series A-1 Stated Value of (a) 9% per
annum, or upon the occurrence of an event of default 15% per annum, for each of the first three one-year periods commencing on
the date of issuance of such Series A-1 Preferred Stock by the Company, (b) 11% per annum, or in the event of default 17% per annum,
for the one-year period commencing on the third anniversary of the initial issue date and (c) 13% per annum, or in the event of
default 19% per annum, for the one-year period commencing on the fourth anniversary of the initial issue date. The dividends are
payable in cash or through issuance of an equivalent number of shares of Series A-1 Preferred Stock. The holders of Series A-2
Preferred Stock are not entitled to receive dividends, except that the Series A-2 Preferred Stock shall participate in dividends
on the Common Stock on an as-converted basis.



The Series A-1 Preferred Stock is redeemable
at the holders’ option at any time after the earlier to occur of the fifth anniversary of the initial issue date, and the
occurrence of an Event of Default (as defined in the Certificate of Designation), at a price equal to the aggregate Series A-1
Preference Payment (as defined in the Certificate of Designation), and the Company has the right to redeem all (but not less than
all) of the outstanding shares of Series A-1 Preferred Stock at any time after the initial issue date at a price equal to the aggregate
Series A-1 Preference Payment.



The Series A-2 Preferred Stock is convertible
at any time from the issuance date. The Series A-2 Preferred Stock is redeemable at the holders’ option at any time during
the period beginning on the fifth anniversary of the initial issue date and ending on the seventh anniversary of the initial issue
date, or immediately upon the occurrence of a liquidation event at a price equal to the Series A-2 Preference Payment (as hereinafter
defined) as of the close of business on the last day of the last fiscal quarter then ended immediately preceding such date. The
“Series A-2 Preference Payment” is equal to the quotient of (i) the greatest of (A) the fair market value of the Company,
(B) the Threshold TCF as defined in the certificate of designation, preference and rights and (C) 200% of the aggregate dollar
amount of consideration actually paid by all of the Fir Tree Investors to the Company in consideration of the Series A-1 Preferred
Stock and Series A-2 Preferred Stock issued to the Fir Tree Investors, divided by (ii) the number of shares of Common Stock on
a fully diluted basis as of the close of business on the last day of the last fiscal quarter that ended immediately preceding such
date.



71







The holders of the Series A-1 Preferred
Stock are entitled to receive additional shares of Series A-2 Preferred Stock upon the occurrence of certain events. If the Final
LQA TCF, as defined in the Purchase Agreement, is less than $1.7 million per annum, or if the total building cost for certain towers
exceeds $4.3 million or upon the occurrence of any other accretion on the Series A-1 Preferred Stock (including the issuance of
any Series A-1 Preferred dividends), then the Company will issue to the holders of the Series A-1 Preferred Stock an aggregate
number of shares of Series A-2 Preferred Stock which would then be convertible into 1.36% of the Common Stock on a fully diluted
basis for each $1.0 million of the Aggregate A-1 Adjustment Amount (as defined in the Certificate of Designation), the Aggregate
Additional A-1 Adjustment Amount (as defined in the Certificate of Designation) and any accretion on the Series A-1 Preferred Stock,
in each case, prorated for any portion of, or partial amount over, such $1.0 million increment. The holders of Series A-1 Preferred
Stock are also entitled to receive shares of Series A-2 Preferred Stock upon each conversion of the Class A Interests into Common
Stock, based on their then current pro rata ownership percentage of the fully diluted shares. For additional details on the terms
of this provision, refer to the Purchase Agreement filed as an Exhibit on Form 8-K with the SEC on August 7, 2013.



The Company analyzed the terms of
the Series A-1 Preferred Stock under ASC 480 to determine whether it should be accounted for as a liability and determined that
it does not qualify as a liability. The Series A-1 Preferred Stock is non-convertible and is redeemable at the holders’ option
after five years or earlier upon the occurrence of an event of default. The Company determined, in accordance with ASC 480-S99-3A,
the Series A-1 Preferred Stock is required to be presented outside of permanent equity.



The Company analyzed the terms of
the Series A-2 Preferred Stock under ASC 480 to determine whether it should be accounted for as a liability and determined that
it does not qualify as a liability. The Series A-2 Preferred Stock is convertible at the holders’ option at any time and
is redeemable at the holders’ option after five years or earlier upon the occurrence of a liquidation event. The Company
determined, in accordance with ASC 480-S99-3A, the Series A-2 Preferred Stock is required to be presented outside of permanent
equity. The Company also analyzed the terms of the conversion feature of the Series A-2 Preferred Stock under ASC 815 and determined
that it qualifies as a derivative liability that should be bifurcated and accounted for separately from the Series A-2 Preferred
Stock (see Note 12).



The Company performed a valuation
of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock issued in August 2013 and determined the fair value as of
the date of issuance of the shares was $23.2 million for the Series A-1 Preferred Stock and $11.8
million for the Series A-2 Preferred Stock. In connection with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock,
the Company incurred $2.4 million and $1.2 million in transaction costs which were netted against the cash proceeds for the Series
A-1 and Series A-2 Preferred Stock, respectively.



The Company performed a valuation
of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock issued in December 2013 and determined the fair value as of
the date of issuance of the shares was $3.9 million for the Series A-1 Preferred Stock and $2.1
million for the Series A-2 Preferred Stock. In connection with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock,
the Company incurred $0.4 million and $0.2 million in transaction costs which were netted against the cash proceeds for the Series
A-1 and Series A-2 Preferred Stock, respectively.



On December 18, 2013, the Company issued to the holders of the Series A-1 Preferred Stock in lieu of cash
dividends 5,362.46 shares of Series A-1 Preferred Stock. In connection with this issuance, the Company issued 453,064 shares of
Series A-2 Preferred stock to the holders of the Series A-2 Preferred Stock. The Company recorded the fair value of the 5,362.46
shares of Series A-1 Preferred Stock and 453,064 shares of Series A-2 Preferred Stock at $0.4 million and $0.2 million. On December
31, 2013, the Company issued to the holders of the Series A-1 Preferred Stock in lieu of cash dividends 8,261.08 shares of Series
A-1 Preferred Stock. In connection with this issuance, the Company issued 768,718 shares of Series A-2 Preferred stock to the holders
of the Series A-2 Preferred Stock. The Company recorded the fair value of the 8,261.08 shares of Series A-1 Preferred Stock and
768,718 shares of Series A-2 Preferred Stock at $0.6 million and $0.3 million, respectively.



The Company evaluated the redemption values of the Series A-1 Preferred Stock and Series A-2 Preferred
Stock and determined that the carrying values of the Series A-1 Preferred Stock and Series A-2 Preferred Stock should be accreted
to their redemption values over the period of five years using the interest method as the Series A-1 Preferred Stock and Series
A-2 Preferred Stock will become redeemable at the option of the investors after five years from the date of issuance. As a result,
the Company recognized accretion of $26.5 million and $(2.9) million related to its Series A-1 Preferred Stock and Series A-2 Preferred
Stock, respectively in its consolidated statements of operations for the year ended December 31, 2014. At
December 31, 2014, the Company calculated the future redemption values of the Series A-1 and Series A-2 Preferred Stock to be $59.5
million and $19.4 million, respectively.



72







The table below represents the changes
in the carrying value of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock during the year ended December 31, 2014:





|                                                 |  | Series A-1 Preferred Stock |                            |  | Series A-2 Preferred Stock |  
|------------------------------------------------ |  | -------------------------- | -------------------------- |  | -------------------------- | -
|Carrying value, December 31, 2013                |  | $                          | 26,203,701                 |  |                            | $
|Issuances at fair value, net of issuance costs   |  |                            | 6,684,215                  |  |                            |  
|Bifurcation of derivative liability              |  |                            | -                          |  |                            |  
|Accretion of preferred stock to redemption value |  |                            | 26,565,779                 |  |                            |  
|Carrying value, December 31, 2014                |  | $                          | 59,453,695                 |  |                            | $
|                                                 |  |                            |                            |  |                            |  
|                                                 |  |                            | Series A-1 Preferred Stock |  |                            |  
|Carrying value, December 31, 2012                |  | $                          | -                          |  |                            | $
|Issuances at fair value, net of issuance costs   |  |                            | 25,266,986                 |  |                            |  
|Bifurcation of derivative liability              |  |                            | -                          |  |                            |  
|Accretion of preferred stock to redemption value |  |                            | 936,715                    |  |                            |  
|Carrying value, December 31, 2013                |  | $                          | 26,203,701                 |  |                            | $





As part of the consideration of the purchase price of the Liberty acquisition, the Company issued 8,715,000
shares of the Company’s Common Stock to Liberty’s investors and recorded the shares of Common Stock at their fair value
of $3.0 million. The shares of Common Stock contain a put option whereby the Company is required to purchase the shares at the
holders’ option beginning on August 1, 2018 at a per share price equal
to the fair value of Common Stock on August 1, 2018 if certain conditions are met as disclosed in, and pursuant to, the rights
agreement entered into with Liberty’s investors on August 1, 2013. As a result, the shares of Common Stock are classified
outside of permanent equity in accordance with ASC 480-S99-3A.



Stock-Based Compensation



Stock-based compensation to employees
is measured based on the fair value of the award on the date of the grant, and is recognized as an expense over the employee’s
requisite service period in accordance with ASC 718 – “Compensation-Stock Compensation.” Stock based compensation
to non-employees is accounted for in accordance with ASC 505-50 - “Equity-Based Payments to Non-Employees.”





On April 19, 2013, the Company issued a
stock option grant to a director to purchase 50,000 shares at an exercise price of $3.90 per share. The grant date fair value of
the options was determined to be approximately $16,000 using the Black-Scholes pricing model. Significant assumptions used in the
valuation include expected term of 2.0 years, expected volatility of 64%, risk free interest rate of 0.24%, and expected dividend
yield of 0%.



On August 1, 2013, the Company entered
into option cancellation agreements with all holders of its outstanding stock options as of August 1, 2013. As such, all outstanding
option grants were cancelled on that date. During the period from January 1, 2013 through July 31, 2013, the Company recorded a
stock compensation expense of $0.5 million. On August 2, 2013, the Company reversed an amount of $0.8
million of stock compensation expense related to the forfeiture of unvested stock options. As of December 31, 2014 and 2013, the
Company had no outstanding stock grants.





On January 29, 2014, the Company’s
Compensation Committee adopted the 2014 Equity Incentive Plan (the “2014 Plan”). On February 14, 2014, this Plan was
amended to provide for awards of up to an aggregate of 20,000,000 shares of restricted Common Stock. The 2014 Plan is intended
to further the growth and profitability of the Company by increasing incentives and encouraging share ownership on the part of
the employees, members of the board of directors of the Company, and independent contractors of the Company and its subsidiaries
(See Item 11).



73











During 2014, the Company issued 7,909,587
shares of restricted stock (“Restricted Stock”) under the 2014 Plan to certain officers, directors and employees of
the Company, subject to vesting, forfeiture and voting restrictions. During 2014, there were 16,816 shares that were forfeited,
resulting in 7,892,771 shares outstanding at December 31, 2014.



In order for shares of Restricted
Stock to vest, participants must satisfy the Continuing Service Conditions (as defined below) and a Realization Event or a Partial
Realization Event (as such terms are defined in the 2014 Plan) must occur on or prior to December 31, 2020, subject to those limitations
set forth in each participant’s award agreement. A participant will satisfy the continuing service conditions (the “Continuing
Service Conditions”) with respect to 20% of the shares of Restricted Stock on the first six-month anniversary of the grant
date, and on each of the four annual anniversaries of the grant date thereafter; provided that the participant remains in continuous
employment with the Company or one of its affiliates through each applicable anniversary date. If a Realization Event occurs and
the participant remains in continuous employment with the Company or its affiliates through the date of consummation of such Realization
Event, the Continuing Service Conditions shall immediately be satisfied with respect to all of the participant’s then outstanding
shares of Restricted Stock.



The holders of the Restricted Stock
have the right to receive additional shares of Restricted Stock in connection with future issuances of Series A-2 Preferred Stock
to the Fir Tree Investors (the “Anti-Dilution Rights”).



The grant date fair value of the
Restricted Stock issued during the year ended December 31, 2014 was determined to be $11.9 million. Stock-based compensation expense
recognized under these awards for the year ended December 31, 2014 was $2.5 million. Unrecognized compensation expense associated
with these awards as of December 31, 2014 is approximately $9.4 million and is expected to be recognized through February 2018.
The table below represents the activity of Restricted Stock during 2014:





|                                                  |  | Number of Shares
 of Restricted
 Stock |          
|------------------------------------------------- |  | -------------------------------------- | ---------
|Outstanding at December 31, 2013                  |  |                                        | -        
|Grants - 2014                                     |  |                                        |          
|Initial Grant - February 27                       |  |                                        | 7,080,255
|Additional Grants - February 28 through March 31  |  |                                        | 450,138  
|Additional Grants - April 1 through June 30       |  |                                        | 122,732  
|Additional Grants - July 1 through September 30   |  |                                        | 129,281  
|Additional Grants - October 1 through December 31 |  |                                        | 127,181  
|Total                                             |  |                                        | 7,909,587
|                                                  |  |                                        |          
|Forfeitures -2014                                 |  |                                        |          
|February 28 through March 31                      |  |                                        | -        
|April 1 through June 30                           |  |                                        | (5,915   
|July 1 through September 30                       |  |                                        | (6,011   
|October 1 through December 31                     |  |                                        | (4,890   
|Total                                             |  |                                        | (16,816  
|Outstanding at December 31, 2014                  |  |                                        | 7,892,771





During 2012 and 2013, the Company
used the Black-Scholes options pricing model to value its stock options, using the assumptions in the following table. Expected
volatilities are based on the historical volatility of its stock. The expected term of options represents the period of time that
the options granted are expected to be outstanding. The Company uses the simplified method to estimate the expected term for options
as no sufficient historical data regarding exercise of options is available to use as a basis to estimate the expected term value.
The risk-free rate of periods during the contractual life of the option is based on the U.S. Treasury yield curve in effect at
the time of grant. The dividend yield is based on expected dividends to be paid over the term of the options.





A summary of stock option activity and
related information for the year ended December 31, 2013 is presented below:





|                                       |  | Number of Options |            |   | Weighted Average Exercise Price |  
|-------------------------------------- |  | ----------------- | ---------- | - | ------------------------------- | -
|Options                                |  |                   |            |   |                                 |  
|Outstanding, December 31, 2012         |  |                   | 2,506,895  |   |                                 |  
|Granted                                |  |                   | 50,000     |   |                                 |  
|Forfeited                              |  |                   | (2,556,895 | ) |                                 |  
|Exercised                              |  |                   | -          |   |                                 |  
|Total outstanding at December 31, 2013 |  |                   | -          |   |                                 | $
|                                       |  |                   |            |   |                                 |  
|Total exercisable at December 31, 2013 |  |                   | -          |   |                                 |  





74







| | 12. | DERIVATIVE LIABILITY
| | --- | --------------------



As discussed in Note 11, the Company
analyzed the embedded conversion feature of the Series A-2 Preferred Stock and determined that it qualified as a derivative liability
and is required to be bifurcated and accounted for as such since the host and the embedded instrument are not clearly and closely
related. The Company performed a valuation of the conversion feature. In performing the valuation, the Company applied the guidance
in ASC 820, “Fair Value Measurements”, to nonfinancial assets and liabilities that are recognized or disclosed
at fair value on a nonrecurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To measure
fair value, the Company incorporates assumptions that market participants would use in pricing the asset or liability, and utilizes
market data to the maximum extent possible.



In instances where the determination
of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair
value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment and considers factors specific to the asset or liability.



The Company considered the inputs
in this valuation to be level 3 in the fair value hierarchy under ASC 820 and used an equity simulation model to determine the
value of conversion feature of the Series A-2 Preferred Stock based on the assumptions below:





|                           |  | December 31, |                
|-------------------------- |  | ------------ | ---------------
|                           |  | 2014         |                
|Annual volatility rate     |  |              | 97.5           
|Risk free rate             |  |              | 0.19           
|Holding Period             |  |              | .75 years      
|Fair Value of common stock |  |              | $0.28 per share





Prior to January 1, 2014, an active
market for the Company’s common stock did not exist. Accordingly, the fair value of the Company’s common stock prior
to January 1, 2014 was estimated using a valuation model with level 3 inputs. During the twelve months ended December 31, 2014,
due to significant increases in the trading activity and volume for the Company’s common stock, the Company determined that
an active market existed. During the twelve months ended December 31, 2014, the fair value of the Company’s common stock
was estimated to be the quoted trading price on the date of measurement, a level 1 input.



The below table represents the change in the fair value
of the derivative liability during the year ended December 31, 2014:



|                                                 |  | Year Ended December 31, |           
|------------------------------------------------ |  | ----------------------- | ----------
|                                                 |  | 2014                    |           
|Fair value of derivative, beginning of year      |  | $                       | 5,297,724 
|Fair value of derivative on the date of issuance |  |                         | 3,573,390 
|Gain on change in fair value of derivative       |  |                         | (7,765,004
|Fair value of derivative, December 31, 2013      |  | $                       | 1,106,110 



75







The Company recorded a gain of $7.8 million and $0.2 million in its consolidated statements of operations
for the years ended December 31, 2014 and 2013, respectively under gain from decrease in fair value of derivative.



| | 13. | INCOME TAXES
| | --- | ------------



The Company recognizes deferred
tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. In assessing the
realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The Company considers the reversal of existing taxable temporary differences, projected
future taxable income, and tax planning strategies in making this assessment. Based upon the level of current taxable losses, at
December 31, 2014, the Company believes it is not more likely than not that the Company will realize the benefits of these deductible
differences. Therefore, a full valuation allowance has been provided for all the net deferred tax assets.



As of December 31, 2014, the net
operating losses available to offset future taxable income in the U.S federal and state jurisdictions were $28.8 million.



The table below represents the deferred
income tax assets related to the tax consequences on future years of temporary differences between the tax basis of assets and
liabilities and their financial reporting basis for the year ended December 31, 2014 and 2013:





|(In thousands)            |  | Years Ended December 31, |        
|------------------------- |  | ------------------------ | -------
|                          |  | 2014                     |        
|                          |  |                          |        
|Deferred tax assets:      |  |                          |        
|Net operating losses      |  | $                        | 10,067 
|Total deferred tax assets |  |                          | 10,067 
|                          |  |                          |        
|Valuation allowance       |  |                          | (10,067
|Net deferred tax assets   |  | $                        | -      





76







| | 14. | SUBSEQUENT EVENTS
| | --- | -----------------



Increases in Authorized Share
Capital and Issuances of Capital Stock



On February 10, 2015, the Company
filed with the Secretary of State of Nevada (i) an amendment to its Articles of Incorporation to increase the number of authorized
shares of Common Stock from 100,000,000 to 300,000,000, and to increase the number of authorized shares of its preferred stock
from 100,000,000 to 205,000,000 and (ii) an amendment to the Certificate of Designation, Preferences and Rights of Series A-1 Preferred
Stock and Series A-2 Preferred Stock (the “Series A Certificate of Designation”) to increase the number of authorized
shares of its Series A-2 Preferred Stock from 95,000,000 to 200,000,000.





On March 13, 2015, pursuant to Sections
3(a) and 3(d) of the Series A Certificate of Designation, the Company issued an aggregate of 20,228,574 shares of Series A-2 Preferred
Stock to Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC. Such shares were required to be issued
because the Final LQA TCF, as defined in the Series A Certificate of Designation, was less than $1,700,000 for the fiscal year
ended December 31, 2014.



On March 31, 2015, pursuant to the Amended
and Restated Limited Liability Company Operating Agreement of CIG, LLC, the Class A-IT9 Interests in CIG, LLC issued to Compartment
IT9, LP, having an aggregate exchange value of $508,971, were automatically exchanged for 6,841,008 shares of Common Stock at a
rate of $0.0744 per share. No additional consideration was received by the Company in connection with the issuance of the Common
Stock in the transaction.



On March 31, 2015, we issued to the Fir
Tree Investors 9,386,490 shares of Series A-2 Preferred Stock pursuant to the anti-dilution provisions contained in the Series
A Certificate of Designation, which issuance was triggered by the exchange of certain Class A Interests in CIG, LLC for shares
of Common Stock, pursuant to the Amended and Restated Limited Liability Company Operating Agreement of CIG, LLC, dated June 30,
2012, as amended. On March 31, 2015, the Company issued to the Fir Tree Investors, in lieu of cash dividends, 11,558.74 shares
of Series A-1 Preferred Stock. In connection with this issuance, the Company issued 3,280,642 adjustment shares of Series A-2 Preferred
stock to the Fir Tree Investors.



Subsequent to December 31, 2014, the Company
issued 132,044 shares of restricted stock (“Restricted Stock”) under the 2014 Plan to certain officers, directors and
employees of the Company, subject to vesting, forfeiture and voting restrictions. Also, there were 9,940 share there were forfeited,
resulting in 122,104 additional shares outstanding subsequent to December 31, 2014.



Entry into Merger Agreement



As previously disclosed in a Form 8-K filed with the SEC on March 23, 2015 (the “Merger 8-K”),
the Company has recently entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated March 20, 2015,
with Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), and Vertical Steel Merger
Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).  For additional details
regarding the terms of the Merger Agreement, including summaries of certain other related documentation, refer to the Merger 8-K
and to the Merger Agreement and other documentation filed as exhibits thereto.



Pursuant to the Merger Agreement, upon the terms and subject to the conditions described therein, at the
closing, Merger Sub will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of Parent (the
“Merger”). The aggregate amount to be paid by Parent in connection with the closing of the transactions contemplated
by the Merger Agreement, including the repayment of approximately $56.4 million in outstanding indebtedness of the Company, is
estimated to be approximately $143.0 million, subject to adjustment as described in the Merger Agreement.



The Merger Agreement contains a
limited “go shop” provision that permits the Company to solicit alternative acquisition proposals from third parties
through April 24, 2015 (the “Solicitation Period”), and, in certain circumstances, to continue to negotiate with third
parties who submit alternative acquisition proposals during the Solicitation Period, through May 4, 2015.  The Merger Agreement
also contains customary conditions, representations, warranties and covenants for a transaction of that nature, as described more
fully in the Merger 8-K.



Upon the closing of the Merger,
the outstanding capital stock of the Company will either be converted into the right to receive a pro rata portion of the Merger
Consideration, or cancelled for no consideration, as follows:





| | · | each outstanding share of Series A-1 Preferred Stock will be converted into the right to receive a pro
rata portion of the aggregate Series A-1 Preference Payment (as defined in the Certificate of Designation), which is currently
calculated at approximately $62.5 million;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | each outstanding share of Series A-2 Convertible Preferred Stock will be converted into the right to receive
a pro rata portion of the Merger Consideration remaining after the payment of the aggregate Series A-1 Preference Payment, which
remaining amount is less than the Series A-2 Preference Payment (as defined in the Certificate of Designation) in the amount of
approximately $82.4 million to which the holders of the Series A-2 Preferred Stock would otherwise be entitled;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | each outstanding share of Series B Preferred Stock, including accrued but unpaid dividends thereon, will
be canceled for no consideration; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | · | each outstanding share of Common Stock will be canceled for no consideration.
| | - | -----------------------------------------------------------------------------



Because the aggregate liquidation preferences of the Series A Preferred Stock under the Certificate of
Designation, which is currently calculated at approximately $144.9 million, is estimated to be approximately $64.3 million greater
than the aggregate Merger Consideration, the Merger Agreement provides that no consideration will be payable in respect of the
Series B Preferred Stock (including accrued but unpaid dividends thereon) or the Common Stock.





Pursuant to a Funding Agreement (the “Funding
Agreement”) entered into on March 20, 2015 by and between the Company and the Series A Holders, the Series A Holders have
agreed to allocate a portion of the consideration received upon the closing of the Merger or an alternative third party transaction
to the holders of the Series B Preferred Stock and Common Stock by depositing into an escrow account promptly after closing, the
sum of $1.75 million plus 25% of the excess, if any, of consideration received over $150.0 million, subject to certain limitations.
The portion of the escrow amount that will be allocated to the holders of the Series B Preferred Stock and Common Stock will be
determined by the Special Committee of the Company’s Board of Directors prior to the closing of the relevant transaction.
The entitlement of each holder of Series B Preferred Stock and Common Stock to receive their pro rata share of such escrow amount
is subject to such holder’s completion of claims documentation, including a release of legal claims, which will be mailed
to them after the closing of the relevant transaction.



77







ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



As of the end of the period covered by
this Report on Form 10-K, the Company performed an evaluation under the supervision and with the participation of management, including
our President and Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the design
and effectiveness of our disclosure controls and procedures (as defined in rules 13a-15(e) or 15d-15(e) under the Exchange Act).
Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in
the Company’s reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in SEC’s rules and forms and include, without limitation, controls and procedures designed to ensure
that information required to be disclosed in such reports is accumulated and communicated to management, including the Company’s
CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure
controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were not effective as of December 31, 2014 due to the existence of a material weakness in the
design and effectiveness of internal control over financial reporting discussed below.



Management’s Report on Internal
Control over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act. Under the supervision and with the participation of our management, including our CEO (Principal Executive
Officer) and our CFO (Principal Financial Officer and Principal Accounting Officer), we conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the framework in Internal Control—Integrated Frameworkissued
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).



The internal control over financial reporting
includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
transactions and dispositions of assets, provide reasonable assurances that transactions are recorded as necessary to permit preparation
of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are
being made in accordance with authorizations of management and directors; and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on our financial
statements.



Our management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2014. Based on this evaluation, our management concluded that
the following material weakness existed in our design and effectiveness of our internal control over financial reporting:



| | 1. | As of December 31, 2014, the Company did not maintain effective entity-level controls related to
financial reporting. Specifically, the Company has not developed and effectively communicated to its employees a formalized accounting
policies and procedures manual which could result in inconsistent practices.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As a result of the weakness, our internal
control over financial reporting is not effective as of December 31, 2014. The Company continues to assess additional resources
that may be utilized and additional policies that may be implemented to improve our controls and procedures in an effort to remediate
this weakness. The Company is currently documenting its accounting processes and implementing new policies which once implemented
and tested will remediate the above material weakness.



78







Changes in Internal Control over Financial
Reporting



There have been no changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the year
ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.



This Report does not include an attestation
report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules
of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Report.



ITEM 9B. OTHER INFORMATION



None



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Our executive officers and their respective ages and positions
as of December 31, 2014 are set forth below:



|Name               |  | Age |  | Position                                                                 
|------------------ |  | --- |  | -------------------------------------------------------------------------
|Paul McGinn        |  | 51  |  | Chairman of the Board of Directors, President and Chief Executive Officer
|Gabriel Margent    |  | 62  |  | Director                                                                 
|Grant Barber       |  | 55  |  | Director                                                                 
|Jarret Cohen       |  | 34  |  | Director                                                                 
|Scott Troeller     |  | 46  |  | Director                                                                 
|Romain Gay-Crosier |  | 33  |  | Treasurer and Chief Financial Officer                                    



The following provides the biographical
information regarding the current officers and directors of the Company as of December 31, 2014.



Paul McGinn has served as
the Chief Executive Officer and as a member of the Board of Directors of the Company since February 6, 2012. Effective May, 14,
2012, Mr. McGinn was appointed as the Company’s President. He has served as Chairman of the Board since August 1, 2013. Prior
to joining the Company, Mr. McGinn served as the President of TCP Consultants, Inc. from 2007 until 2012. TCP is a consulting firm
that specializes in the telecommunications sector with a focus on wireless applications. From 2002 until 2007, Mr. McGinn was the
Chief Executive Officer of TCP Communications, LLC. TCP was founded in September 2002, focusing on acquisitions and raw land development
for wireless communication towers in the Eastern United States. From 1996 until 2002, Mr. McGinn served as the Director of Acquisitions
for SBA, Inc. The Company has determined that Mr. McGinn’s extensive knowledge and experience in the tower industry and management
has provided him with the knowledge, experience and relationships necessary to serve as an officer and director of the Company.



79







Gabriel Margent has served
as a member of the Company’s Board of Directors since October 5, 2011 and is currently a member of the Audit Committee, Compensation
Committee and the Nominating Committee of the Company. From November 1, 2010 until July 1, 2013, Mr. Margent served as a member
of the Board of Directors of Gold Hills Mining, Ltd. From July 1, 2012 until July 1, 2013, Mr. Margent also served as the Chief
Financial Officer of Gold Hills Mining, Ltd. From 2008 until 2010, Mr. Margent was a Consultant. From 1987 to 2008, Mr. Margent
was employed by Merrill Lynch & Co., Inc. where he served in a broad range of executive positions, including Vice President
of Finance in the Office of General Counsel, Vice President of Finance in Global Human Resources, and Vice President of Finance
in Investment Banking. The Company has determined that Mr. Margent’s extensive experience in finance and as a businessman
has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.



Grant Barberhas served as
a member of the Company’s Board of Directors since April 19, 2013 and is a member of the Audit Committee, Compensation Committee
and the Nominating Committee of the Company. Mr. Barber has served as the Executive Vice President and Chief Financial Officer
of Hughes Communications, Inc. since February 2006. From 2003 to 2006, Mr. Barber served first as Controller and then as Executive
Vice President and Chief Financial Officer for Acterna, Inc., a global manufacturer of test and measurement equipment for the Telco
and Cable markets. From 1984 through 2002, Mr. Barber served in various senior financial positions with Nortel Networks in the
United States, Canada, France and England. Mr. Barber received his Bachelor degree in Business Administration from Wilfrid Laurier
University and is a Canadian chartered accountant. He is also presently a member of the Board of Directors of Eningen Realty, Inc.
The Company has determined that Mr. Barber’s extensive qualifications and experience as a businessman has provided him with
the knowledge, experience and relationships necessary to serve as a director of the Company.



Romain
Gay-Crosier has served as the Company's Treasurer and Chief
Financial Officer since August 8, 2011. Mr. Gay-Crosier has previously served in controlling and reporting divisions of family
offices and investment companies. From September 2007 through August 2013, he served as financial controller for ENEX Group Management
SA, an investment company based in Switzerland. Acting as financial controller, Mr. Gay-Crosier was involved in multiple projects
in areas such as aviation, telecom, food, cosmetics, renewable energies and natural resources. He was also in charge of the reporting
processes and served as treasurer of ENEX Group Management SA and its affiliated companies. Mr. Gay-Crosier resigned from ENEX
in August 2013.



Jarret Cohen has served as
a member of the Company’s Board of Directors since August 1, 2013 and is a member of the Audit Committee of the Company’s
Board of Directors. Mr. Cohen is Head of Private Real Estate at Fir Tree Partners since 2010, a global investment firm that manages
private investment funds for endowments, charitable and philanthropic foundations, pension funds and other institutional and private
investors. From 2008 to 2010, Mr. Cohen served as Senior Manager at Paramount Group where he was responsible for the Acquisitions
Group and leading the firm’s structured investments. From 2006 to 2008, Mr. Cohen served in the Principal Investment Group
at Merrill Lynch’s global real estate practice where he was responsible for the US portfolio. Mr. Cohen received his Bachelor’s
degree in Economics from the University of Pennsylvania. The Company has determined that Mr. Cohen’s extensive experience
in finance has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.



Scott Troeller has served
as a member of the Company’s Board of Directors since August 1, 2013 and is a member of the Compensation Committee of the
Company’s Board of Directors. Mr. Troeller joined Fir Tree as a Managing Director in 2012 focusing on private investments
and leads Titan Grove Holdings, an evergreen funding vehicle formed by the founders of Fir Tree and focused on strategic private
investments in small to mid-market companies primarily in North America. Prior to Fir Tree, Mr. Troeller was a Partner at Veronis
Suhler Stevenson, a middle market private investment firm focused on making investments in the information, business services,
education, media and telecommunications industries. While at Veronis Suhler Stevenson, Mr. Troeller served as Partner and Member
ofthe Executive and Investment Committees for both private equity and mezzanine debt funds.
From 1991 to 1996, Mr. Troeller worked as an investment banker at JP Morgan where he focused on mergers and acquisitions. Mr. Troeller
holds a bachelor’s degree from Rutgers University. The Company has determined that Mr. Troeller’s extensive experience
in finance has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.



Family Relationships



There are no family relationships among
any of our directors or executive officers except for the following:



During 2013, Mr. Romain Gay-Crosier, the
Company’s Chief Financial Officer since August 2011, married the step-daughter of Mr. Paul McGinn, the Company’s Chief
Executive Officer. Since March 2015, they have been involved in divorce proceedings with each other.



Conflicts of Interest



The officers and directors of the Company
are subject to restrictions regarding opportunities which may compete with the Company's business plan. New opportunities which
are brought to the attention of the officers and directors of the Company must be presented to the Board of Directors and made
available to the Company for consideration and review under principals of state law corporate opportunity doctrines.



80







The Company’s code of ethics requires
each employee to avoid any activity or investment that conflicts or interferes with the independent exercise of his or her judgment
or actions adverse to the Company's best interests.



Certain officers and directors of the Company
may also serve in similar or other capacities for other companies who may enter into agreements with our Company. The Company’s
code of ethics requires all such persons to disclose their respective capacities to the Company and requires that all such persons
recuse themselves from any and all deliberations and voting with respect to transactions in which such person may have direct or
indirect interests. Such person is nonetheless permitted to act in a ministerial capacity if so authorized by the counterparty
which has business with the Company, and such person may execute and deliver documents in a ministerial capacity without prohibition
on behalf of such company or organization when interfacing with the Company.



The Company has appointed Mr. Gabriel Margent
and Mr. Grant Barber as independent directors. In addition to the Company’s code of ethics compliance program, the Company
anticipates requesting Mr. Margent and Mr. Barber to independently and periodically review and resolve potential conflicts of interest.



Corporate Governance Matters



Audit Committee and Charter



On September 23, 2013 the Board approved
an amendment to the Charter of the Company’s audit committee (“Audit Committee”) to modify the composition of
such committee. The Charter of the Audit Committee was further amended on March 28, 2014 to clarify the standard for the independence
of Audit Committee members. The Audit Committee shall consist of three (3) members of the Board of Directors, each of whom shall
be independent to the extent required by Section 10A(3) of the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.



The Audit Committee currently consists
of Mr. Gabriel Margent, Mr. Grant Barber and Mr. Jarret Cohen. Mr. Barber joined the Audit Committee on April 19, 2013 and Mr.
Jarret Cohen joined on September 23, 2013.



The Audit Committee is responsible for:
(1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous
submission by our employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls;
(5) engaging outside advisors; and, (6) funding for the outside auditor and any outside advisors engagement by the Audit Committee.



Audit Committee Financial Expert



The Board has determined that Mr. Gabriel
Margent qualifies as an audit committee financial expert as defined in Item 407(d) of Regulation S-K promulgated by the SEC.



Code of Ethics



The Company has adopted a corporate code
of ethics that is designed to promote high standards of ethical conduct by our directors and employees. The code of ethics requires
that our directors and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business
in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest and provide full, fair,
accurate, timely and understandable disclosure in public reports; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code.



To the knowledge of the Company, there
have been no reported violations of the code of ethics. In the event of any future amendments to, or waivers from, the provisions
of the code of ethics, the Company intends to describe on its Internet website, www.cigwireless.com, within four business days
following the date of a waiver or a substantive amendment, the date of the waiver or amendment, the nature of the amendment or
waiver, and the name of the person to whom the waiver was granted.



Other than the provisions of the Company’s
code of ethics governing conflicts of interest, the Company has not adopted a specific conflicts of interest policy.



81







Director Independence



As of the date of this Report, Mr. Gabriel
Margent and Mr. Grant Barber are the only members of the Company’s Board of Directors who are deemed to be independent as
defined in Rule 10A-(3) of the Exchange Act.



Compensation Committee and Charter



Effective January 23, 2013, the Board of
Directors of the Company adopted a charter for the operations of the Compensation Committee. The members of the Compensation Committee
are Mr. Gabriel Margent, Mr. Grant Barber and Mr. Scott Troeller.



The primary responsibilities of the compensation
committee are among other things to periodically review the compensation paid to non-employee directors and make recommendations
to the Board for any adjustments, assisting the Board with establishing the Chief Executive Officer’s annual goals and recommend
his compensation to the other members of the Board, and oversee an evaluation of the performance of the Company’s executive
officers and approve the annual compensation, including salary and incentive compensation, for the executive officers.



Nominating Committee and Charter



Effective January 23, 2013, the Board adopted
a charter for the operations of the Nominating Committee which consists of at least two independent directors. The members of the
Nominating Committee are Mr. Gabriel Margent and Mr. Grant Barber.



The primary responsibilities of the Nominating
Committee of the Company are to evaluate on an annual basis and report to the Board on the performance and effectiveness of the
Board to facilitate the directors fulfilling their responsibilities and make recommendations for nomination for election to the
Board at the annual meeting of shareholders and for appointment to all the committees of the Board.



Shareholder Communications



Any shareholder may communicate directly
to the Board by sending a letter to the Company’s address of record.



Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Exchange Act requires
that the executive officers and directors, and persons who beneficially own more than 10% of the equity securities of reporting
companies, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on our review of the copies of such forms we received, we believe that during the year ended December 31,
2014 all such filing requirements applicable to our Company were complied with on a timely basis.



ITEM 11. EXECUTIVE COMPENSATION



Compensation Discussion and Analysis



The Board of Directors approves based on
the recommendation of the Compensation Committee all compensation and awards to the individuals included in the Summary Compensation
Table. The Board of Directors may get involved, recommends or approves the compensation or awards to other employees of the Company.
The Board reviews the overall compensation philosophy and strategy of the Company, establishes corporate goals and objectives relevant
to the Chief Executive Officer’s (“CEO’s”) compensation, evaluates the CEO’s performance in light
of those goals and objectives, reviews and approves the compensation structure for other employees or executives and reviews and
approves the CEO’s recommendations regarding director compensation or other officers or employees of the Company.



Philosophy and Objectives



The Company’s objectives are to attract
and retain talented executives who we believe will help us meet our objectives and support our Company’s growth. We attempt
to recruit executives with extensive experience in the communications tower industry, management, finance and tower operations
with the expectation that they will share their knowledge and develop a successful organization. We strive to provide our executives
with a compensation package that is competitive for a given position in our industry and geographic region.



82







Elements of compensation



Our compensation packages may include in
addition to compensation, bonuses, equity compensation or other benefits. Equity compensation include equity compensation in the
form of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock awards
in accordance with the Company’s 2014 Equity Incentive Plan adopted on January 29, 2014.



Base salary.Base salary
for our executives is determined based on the specific level and experience of the executive and the position’s responsibilities.
Generally, the goal is to achieve a salary that is competitive with the salary for similar positions in similar industries within
our Company’s geographic region.



Bonus or Variable Component.The
employment agreements for our executives provide for payment of an annual discretionary bonus (or, for our CEO, the payment of
a variable component of his base salary), which is based on a target or maximum amount established by contract. With respect to
the CEO’s variable component, goals may be established by the Board after discussion with the executive which will result
in additional compensation or bonus that varies depending on the level of achievement of these goals.



Restricted Stock Awards.
The Company has adopted its 2014 Equity Incentive Plan, pursuant to which the Company has established a special management incentive
program (the “MIP”) and awarded restricted shares to certain officers, directors, and employees under the MIP.



Bonus Plan. Subsequent to
the period covered by this Report, the Company has adopted a 2015 Incentive Bonus Plan (the “Bonus Plan”). The purpose
of the Bonus Plan is to attract, retain and provide incentive compensation to employees of the Company or its affiliates, by providing
the opportunity to participate in the growth of the Company. Awards to participants under the Bonus Plan provide the right to receive
a bonus upon consummation of a realization event, including the closing of the Merger, equal to a participant’s applicable
percentage of the total net proceeds of such realization event. Awards to our executives under the Bonus Plan replace awards granted
to such individuals under the MIP, which awards will be cancelled and void effective upon payment of 75% of their bonus payments
upon the closing date of a realization event, in accordance with the Bonus Plan. The remaining 25% of bonus payments will be paid
on the second anniversary of the realization event, subject to certain reductions for indemnification payments made by the Series
A Holders.



Summary Compensation Table



The following table sets forth information
concerning the compensation awarded to, earned by, or paid for services rendered to us and our subsidiaries, during the years ended
December 31, 2014 and December 31, 2013, by our principal executive officer and each other person who served as an executive officer
during the fiscal year ended December 31, 2014.





|                            |  |             |      |  |        |   |         |       |  |   |                    |     |  | All Other    |           |  |       |  
|--------------------------- |  | ----------- | ---- |  | ------ | - | ------- | ----- |  | - | ------------------ | --- |  | ------------ | --------- |  | ----- | -
|Name and Principal Position |  | Fiscal Year |      |  | Salary |   |         | Bonus |  |   | Options Awards (1) |     |  | Compensation |           |  | Total |  
|                            |  |             |      |  |        |   |         |       |  |   |                    |     |  |              |           |  |       |  
|Paul McGinn (2)             |  |             | 2014 |  |        | $ | 300,000 |       |  | $ | 150,000            | (3) |  | $            | 9,385,423 |  |       | $
|Chairman of the Board,      |  |             | 2013 |  |        |   | 300,000 |       |  |   | 150,000            | (4) |  |              | -         |  |       |  
|President and Chief         |  |             |      |  |        |   |         |       |  |   |                    |     |  |              |           |  |       |  
|Executive Officer           |  |             |      |  |        |   |         |       |  |   |                    |     |  |              |           |  |       |  
|                            |  |             |      |  |        |   |         |       |  |   |                    |     |  |              |           |  |       |  
|Romain Gay-Crosier (7)      |  |             | 2014 |  |        |   | 234,000 |       |  |   | 70,200             | (8) |  |              | 938,544   |  |       |  
|Chief Financial Officer     |  |             | 2013 |  |        |   | 27,900  |       |  |   | 87,750             | (9) |  |              | -         |  |       |  







83











| | (1) | Reflects the total grant date fair value for restricted stock awards granted in 2014 and do not reflect actual compensation
realized by our named executive officers. The aggregate grant date fair value of stock options awards granted within the fiscal
year was determined in accordance with ASC 718 “Compensation, Stock Compensation”.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. McGinn was appointed as the Chief Executive Officer of the Company on February 6, 2012. His salary reflects the amounts
paid to him during the year ended December 31, 2014 and 2013. Under his employment agreement, Mr. McGinn has also the right to
receive a life insurance policy and other benefits as an employee of the Company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Reflects the bonuses earned by Mr. McGinn during the year 2014 of $150,000 and paid during 2015.
| | --- | ------------------------------------------------------------------------------------------------

| | (4) | Reflects the bonuses earned by Mr. McGinn during the year 2013 of $150,000 and paid during 2014.
| | --- | ------------------------------------------------------------------------------------------------

| | (5) | Represents the Company’s portion of health benefits of $11,226, Company matching 401K contributions of $15,600, life
insurance premiums of $13,925, payments for apartment rental of $12,175 and leased vehicle of $16,158 and taxes on grossed up fringe
benefits of $24,776.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Represents the Company’s portion of health benefits of $9,903, Company matching 401K contributions of $15,300, payments
for apartment rental of $29,220 and leased vehicle of $16,158 and taxes on grossed up fringe benefits of $24,177.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Mr. Gay-Crosier serves as the Chief Financial Officer of the Company. He has received no direct compensation from the Company
from the date of appointment until July 31, 2013. Effective November 1, 2013, Mr. Gay-Crosier fully transitioned to CIG Wireless.
The Compensation presented in the table reflects the compensation for the year ended December 31, 2014 and the period from November
1, 2013 until December 31, 2013.. Prior to August 1, 2013, Mr. Gay-Crosier was an employee of ENEX Group Management SA, a related
company to ENEX Capital Partners AG who was a shareholder of the Company. Prior to August 1, 2013, Mr. Gay-Crosier received his
compensation from ENEX through the consulting fees paid to them by the Company of $19,500 per month.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Reflects the bonuses earned by Mr. Gay-Crosier during the year 2014 of $70,200 and paid during 2015.
| | --- | ----------------------------------------------------------------------------------------------------

| | (9) | Reflects bonuses paid to Mr. Gay-Crosier of $87,750 earned for 2013 of which $58,500 was paid during 2013 and $29,250 was paid
during 2014.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Represents
the Company’s portion of health benefits of $3,372, Company matching 401K contributions of $14,175 and fringe benefits of
$69 as well as a $25,000 relocation allowance.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Outstanding Equity Awards as of December 31, 2014



The following table sets forth information regarding outstanding
equity awards as of December 31, 2014:



|Name and Principal Position                               |  | Number of unearned shares, units, or other rights that have not vested (#) |           |  | Market or payout value of unearned shares, units or other rights that have not vested ($) | 
|--------------------------------------------------------- |  | -------------------------------------------------------------------------- | --------- |  | ----------------------------------------------------------------------------------------- | 
|                                                          |  |                                                                            |           |  |                                                                                           | 
|Paul McGinn, President and Chief Executive Officer        |  |                                                                            | 6,213,804 |  |                                                                                           | 
|Romain Gay-Crosier, Chief Financial Officer and Treasurer |  |                                                                            | 621,383   |  |                                                                                           | 



Employment Agreement with Paul McGinn, President and Chief
Executive Officer



Mr. McGinn’s employment is governed
by the employment agreement entered into on July 25, 2012 (the “McGinn Employment Agreement”) reflecting the terms
and conditions of agreement with the Company set forth in the binding term sheet dated January 27, 2012. The employment agreement
has a term of three years and shall renew for one-year periods unless either Mr. McGinn or the Company provides notice of non-renewal.
Pursuant to the Employment Agreement, Mr. McGinn’s compensation will be $450,000 per year for his services as an officer,
consisting of fixed component of $300,000 per year, and a variable component of up to $150,000 per year. All variable component
goals will be set at the beginning of each year between Mr. McGinn and the Board. Performance with respect to the variable component
shall be measured at the end of the year. Mr. McGinn shall also receive a life insurance policy and other benefits as an employee
of the Company. Mr. McGinn received options to purchase 1,956,895 shares at an exercise price of $3.00 per share of Common Stock.



84







On August 1, 2013, the Company entered
into an amendment (the “McGinn Amendment”) to the McGinn Employment Agreement. Pursuant to the McGinn Amendment, all
of the options held by Mr. McGinn on such date were cancelled. The Company and Mr. McGinn agreed to negotiate to establish a new
incentive plan for the Company’s management. The Company and Mr. McGinn agreed that the variable component of Mr. McGinn’s
base salary shall only be payable if Mr. McGinn is employed by the Company as of the date such payment is due and payable. In addition,
the McGinn Amendment provides that in the event that Mr. McGinn is terminated without cause or upon disability, he shall receive
aggregate severance payments of $450,000 in accordance with the Company’s regular payroll procedures for twelve (12) months.
The McGinn Amendment also provides that so long as Mr. McGinn serves as Chief Executive Officer, he shall also serve on the Board
and be appointed as Chairman of the Board.



On January 29, 2014, the Company’s
Compensation Committee adopted the 2014 Equity Incentive Plan. Subsequently, Mr. McGinn received an award of 5,561,866 shares of
Restricted Stock. The terms of Mr. McGinn’s award are described in the Current Report on Form 8-K filed by the Company with
the SEC on March 5, 2014, which is incorporated herein by reference thereto. In connection with Anti-Dilution Rights of the holders
of the Restricted Stock (as described below), Mr. McGinn received an additional 756,025 shares of Restricted Stock in connection
with additional issuances of Series A-2 Preferred Stock to the Fir Tree Investors.



On March 20, 2015, the Company entered
into an amendment (the “Second McGinn Amendment”) to the McGinn Employment Agreement. Pursuant to the Second McGinn
Amendment, Mr. McGinn will be paid a retention bonus of $900,000 on the date that is 12 months after the closing of the Merger,
and an additional retention bonus of $300,000 is payable on the date that is 18 months from the closing of the Merger, subject
to Mr. McGinn’s continued employment with the Company through the applicable date.



In the event that Mr. McGinn’s employment
is terminated either (i) by the Company without cause or (ii) by Mr. McGinn for good reason, the Company will pay Mr. McGinn any
then unpaid portion of the retention bonus within ten days of such termination. In the event of any non-payment by the Company
of any portion of the retention bonus when due, the Company will reimburse Mr. McGinn for his legal costs, including attorney’s
fees, incurred in seeking the payment of such amount.



The Second McGinn Amendment is subject
to, and effective upon, consummation of the transactions contemplated by the Merger Agreement. In the event the Merger Agreement
is terminated in accordance with its terms, or the Merger does not close on or prior to December 31, 2015, the Second McGinn Amendment
will terminate and be void.



Employment Agreement with Romain Gay-Crosier, Chief Financial
Officer



On March 25, 2014, the Company entered
into an employment agreement with Mr. Gay-Crosier.  Such agreement shall have an initial term of two years, and shall renew
for successive one year periods in the absence of written notice of non-renewal.  Mr. Gay-Crosier shall be paid a base salary
of $234,000 per annum, and shall be eligible for an annual discretionary bonus of 30% of his base salary, subject to the determination
of the Company’s Compensation Committee.  The Company shall also match 100% of the first 3% of Mr. Gay-Crosier’s
employee benefit plan contributions, and 50% of the next 2% of Mr. Gay-Crosier’s employee benefit plan contributions. 
To offset the costs associated with Mr. Gay-Crosier’s relocation from Switzerland to the United States, Mr. Gay-Crosier is
entitled to be paid up to $25,000 for reimbursement of relocation expenses.  Mr. Gay-Crosier has agreed to standard non-competition
and non-solicitation provisions, which shall extend for 24 months following Mr. Gay-Crosier’s employment.  Mr. Gay-Crosier’s
employment may be terminated upon ninety days’ notice.  If Mr. Gay-Crosier is terminated without cause, he shall be
entitled to receive severance payments equal to six months of his base salary, less any amounts paid to Mr. Gay-Crosier during
the notice termination period.



Mr. Gay-Crosier has also received an award
of 556,186 shares of Restricted Stock, as described in the Form 8-K filed with the SEC on March 5, 2014. In connection with his
Anti-Dilution Rights, Mr. Gay-Crosier received an additional 75,606 shares of Restricted Stock in connection with additional issuances
of Series A-2 Preferred Stock to the Fir Tree Investors.



Compensation of Non-Executive Directors



We paid to Messrs. Margent and Barber a
monthly fee of $2,500 in connection with their services as members of the Board. Also, commencing on November 1, 2014, we paid
to Messrs. Margent and Barber an additional monthly fee of $10,000 in connection with their services as members of the Special
Committee of the Board. Messrs. Cohen and Troeller did not receive any compensation during 2014.



The Company also reimburses travel expenses
incurred in connection with attending board meetings. Directors do not earn any additional fees in connection with being a member
of any of our committees. The service of members of Board on Board committees is as follows. Messrs. Margent and Barber are members
of the Audit Committee, Compensation Committee, Nominating Committee and Special Committee. Mr. Cohen is a member of the Audit
Committee. Mr. Troeller is a member of the Compensation Committee. The role of each Committee is addressed below:



85







| | · | Audit Committee: The Audit Committee is
responsible for: (1) selection and oversight of the Company’s independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures
for the confidential, anonymous submission by the Company’s employees of concerns regarding accounting and auditing matters;
(4) establishing internal financial controls; (5) engaging outside advisors; and, (6) funding for the outside auditors and any
outside advisors engagement by the Audit Committee.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Compensation Committee: The Compensation
Committee’s role is to periodically review the compensation paid to non-employee directors and make recommendations to the
Board for any adjustments, assisting the Board with establishing the Chief Executive Officer’s annual goals and recommend
his compensation to the other members of the Board, and oversee an evaluation of the performance of the Company’s executive
officers and approve the annual compensation, including salary and incentive compensation, for the executive officers.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Nominating Committee's role is to
evaluate on an annual basis and report to the Board on the performance and effectiveness of the Board to facilitate the directors
fulfilling their responsibilities and make recommendations for nomination for election to the Board at the annual meeting of shareholders
and for appointment to all the committees of the Board.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Special Committee’s role is
to consider and evaluate potential strategic alternative transactions and to make recommendations to the Board in connection therewith.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the year ended December 31, 2014, the Company paid the following
amounts for services provided by our non-executive directors:



|Name            |  | Fees Earned orPaid in Cash(1) |        |  | EquityAwards(2) |   |         | All OtherCompensation(3) |  |   | Total  | 
|--------------- |  | ----------------------------- | ------ |  | --------------- | - | ------- | ------------------------ |  | - | ------ | 
|                |  |                               |        |  |                 |   |         |                          |  |   |        | 
|Gabriel Margent |  | $                             | 30,000 |  |                 | $ | 281,563 |                          |  | $ | 20,000 | 
|Grant Barber    |  |                               | 30,000 |  |                 |   | 281,563 |                          |  |   | 20,000 | 
|Jarret Cohen    |  |                               | -      |  |                 |   | -       |                          |  |   | -      | 
|Scott Troeller  |  |                               | -      |  |                 |   | -       |                          |  |   | -      | 



| | (1) | Reflects the fees earned as an independent Director for the period from January 1, 2014 to December 31, 2014.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (2) | Reflects the total grant date fair value for restricted stock awards granted in 2014 and do not reflect actual compensation
realized by our named executive officers. The aggregate grant date fair value of stock options awards granted within the fiscal
year was determined in accordance with ASC 718 “Compensation, Stock Compensation”.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Reflects the fees earned as a member of the Special Committee for the period from November 1, 2014 to December 31, 2014.
| | --- | ------------------------------------------------------------------------------------------------------------------------



2014 Equity Incentive Plan



On January 29, 2014, the Compensation Committee
of the Board of Directors of the Company adopted a 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”). On
February 14, 2014, the 2014 Equity Incentive Plan was amended to provide for awards of up to an aggregate of 20,000,000 shares
of Common Stock (including 10,306,740 shares of Common Stock which may be awarded and certain shares of Common Stock which may
be issued to the recipients of Restricted Stock for anti-dilution purposes). The 2014 Equity Incentive Plan is intended to further
the growth and profitability of the Company by increasing incentives and encouraging share ownership on the part of the employees,
members of the Board, and independent contractors of the Company and its subsidiaries. The 2014 Equity Incentive Plan (as amended)
provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and
other stock awards.



86









On January 29, 2014, the Compensation Committee
approved the award of 7,080,255 shares of restricted stock under the 2014 Equity Incentive Plan to certain officers, directors
and employees of the Company subject to vesting, forfeiture and voting restrictions as set forth in the Form 8-K filed with the
SEC on March 5, 2014, which is incorporated herein (such shares, the “Restricted Stock”). Of the shares of Restricted
Stock issued by the Company under the 2014 Equity Incentive Plan, (i) 5,561,866 shares of Restricted Stock were granted to Paul
McGinn, the Chief Executive Officer of the Company and a member of the Board; (ii) 556,186 shares of Restricted Stock were granted
to Romain Gay-Crosier, the Chief Finance Officer of the Company; and (iii) 166,856 shares of Restricted Stock were granted to each
of Mr. Gabriel Margent and Mr. Grant Barber, members of the Board of Directors.



The Restricted Stock grants will vest when
participants satisfy the applicable continuing service conditions and a Realization Event (as defined in the 2014 Equity Incentive
Plan) or a Partial Realization Event occur on or prior to December 31, 2020, subject to those limitations set forth in each participant’s
award. The participants will satisfy the continuing service conditions with respect to 20% of the shares of Restricted Stock on
the first six-month anniversary of the grant date, and on each of the four annual anniversaries of the grant date thereafter; provided
that the employee remains in continuous employment with the Company or its Affiliates through each applicable anniversary date
and a Realization Event must occur on or prior to December 31, 2020.



The holders of the 2014 Equity Incentive
Plan Restricted Stock have the right to receive additional shares of Restricted Stock in connection with future issuances of Series
A-2 Preferred Stock to the Fir Tree Investors (the “Anti-Dilution Rights”), as described in Form 8-K filed with the
SEC on March 5, 2014. In connection with the Anti-Dilution Rights, the Company has issued the holders of the Restricted Stock,
in the aggregate, an additional 961,367 shares of Restricted Stock. Mr. McGinn has received an additional 756,025 shares of Restricted
Stock (including 104,085 shares issued subsequent to the period covered by this Report) and Mr. Gay-Crosier received an additional
75,606 shares of Restricted Stock (including 10,409 shares issued subsequent to the period covered by this Report). In addition,
22,681 additional shares of Restricted Stock were awarded to each of Mr. Gabriel Margent and Mr. Grant Barber, each of whom subsequently
resigned from the Board of Directors.



Subsequent to the period covered by this
Report, the Company has adopted its Bonus Plan. Awards to participants under the Bonus Plan provide the right to receive a bonus
upon consummation of a realization event, including the closing of the Merger, equal to a participant’s applicable percentage
of the total net proceeds of such realization event. Awards to our executives under the Bonus Plan replace awards granted to such
individuals under the MIP, which awards will be cancelled and void effective upon payment of 75% of their bonus payments upon the
closing date of a realization event, in accordance with the Bonus Plan. The remaining 25% of bonus payments will be paid on the
second anniversary of the realization event, subject to certain reductions for indemnification payments made by Series A Holders.



Pursuant to the Restricted Stock awards
pursuant to which certain officers, directors and employees of the Company received the Restricted Stock, each recipient of the
Restricted Stock has appointed Fir Tree Inc. to act as his or her proxy and attorney-in-fact to vote all of his or her shares of
Restricted Stock with respect to all matters to which he or she is entitled to vote.



ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table shows, as of April
2, 2015, (a) all persons we know to be “beneficial owners” of more than 5% of the outstanding Common Stock of the
Company, and (b) the Common Stock owned beneficially by the Company’s directors and named executive officers and all executive
officers and directors as a group. Each person has sole voting and sole investment power with respect to the shares shown, except
as noted. The table also shows the number of shares over which each beneficial owner named below has voting power, and the percentage
such voting power represents as of April 2, 2015. The following shares and classes of Company stock were issued and outstanding
as of April 2, 2015: 85,047,427 issued and outstanding shares of Common Stock, 515,817.26 issued and outstanding shares of Series
A-1 Preferred Stock, 122,098,108 issued and outstanding shares of Series A-2 Preferred Stock and 1,680,492 issued and outstanding
shares of Series B Preferred Stock.



87







|Name of beneficial owners                                                                                                                                                        |  | Number of  Shares  Beneficially  Owned |             |      | Percentage Ownership (12) |  |      | Number of  Shares over which Beneficial Owner has Voting Power |  |  | Percentage of All Shares Entitled to Vote (13) | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ----------- | ---- | ------------------------- |  | ---- | -------------------------------------------------------------- |  |  | ---------------------------------------------- | 
|Five Percent Stockholders:                                                                                                                                                       |  |                                        |             |      |                           |  |      |                                                                |  |  |                                                | 
|Fir Tree Inc.Fir Tree Capital Opportunity (LN) Master Fund, L.P.Fir Tree REF III Tower LLC505 Fifth Avenue, 23rd FloorNew York, New York 10017                                   |  |                                        | 130,112,984 | (1)  |                           |  | 62.8 | %                                                              |  |  | 130,112,984                                    | 
|Housatonic Equity Partners IV, L.L.C.  Housatonic Equity Investors IV, L.P.  Housatonic Equity Affiliates IV, L.P.  One Post Street, Suite 2600  San Francisco, California 94104 |  |                                        | 8,073,949   | (2)  |                           |  | 9.5  | %                                                              |  |  | 8,073,949                                      | 
|Wireless Investment Fund AG  Seestrasse 1, CH-6330 Cham  Switzerland                                                                                                             |  |                                        | 10,000,000  |      |                           |  | 11.8 | %                                                              |  |  | 10,000,000                                     | 
|Compartment IT2, LP Dipl.oec.Univ. Stephan Brückl Gf  MfAM Mobilfunk Asset Management GmbH  Potsdamer Platz 11  10785 Berlin  Germany                                            |  |                                        | 25,289,853  | (3)  |                           |  | 29.7 | %                                                              |  |  | 25,289,853                                     | 
|Compartment IT5, LP Dipl.oec.Univ. Stephan Brückl Gf  MfAM Mobilfunk Asset Management GmbH  Potsdamer Platz 11  10785 Berlin  Germany                                            |  |                                        | 14,200,567  | (4)  |                           |  | 16.7 | %                                                              |  |  | 14,200,567                                     | 
|Compartment IT9, LP Dipl.oec.Univ. Stephan Brückl Gf  MfAM Mobilfunk Asset Management GmbH  Potsdamer Platz 11  10785 Berlin  Germany                                            |  |                                        | 6,841,008   | (5)  |                           |  | 8.0  | %                                                              |  |  | 6,841,008                                      | 
|Executive Officers and Directors:                                                                                                                                                |  |                                        |             |      |                           |  |      |                                                                |  |  |                                                | 
|Paul McGinn, Chief Executive Officer, President and Director                                                                                                                     |  |                                        | 6,367,890   | (6)  |                           |  | 7.5  | %                                                              |  |  | 50,000                                         | 
|Grant Barber, Director                                                                                                                                                           |  |                                        | 189,537     | (7)  |                           |  | *    |                                                                |  |  | -                                              | 
|Gabriel Margent, Director                                                                                                                                                        |  |                                        | 189,537     | (8)  |                           |  | *    |                                                                |  |  | -                                              | 
|Jarret Cohen, Director (9)                                                                                                                                                       |  |                                        | -           |      |                           |  | -    |                                                                |  |  | -                                              | 
|Scott Troeller, Director (9)                                                                                                                                                     |  |                                        | -           |      |                           |  | -    |                                                                |  |  | -                                              | 
|Romain Gay-Crosier, Chief Financial Officer and Treasurer                                                                                                                        |  |                                        | 638,109     | (10) |                           |  | *    |                                                                |  |  | -                                              | 
|All Executive Officers and Directors as a Group                                                                                                                                  |  |                                        | 7,385,073   | (11) |                           |  | 8.7  | %                                                              |  |  | 50,000                                         | 

* Represents less than 1%.



88







| | (1) | Fir Tree Inc. has shared dispositive power and shared voting power with respect to 122,098,108
shares of Series A-2 Preferred Stock which, as of April 2, 2015, is convertible on a 1-for-1 basis into 122,098,108 shares of Common
Stock. Each of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC have shared dispositive power
and shared voting power with respect to 61,049,054 shares of Series A-2 Preferred Stock which, as of April 2, 2015, are convertible
on a 1-for-1 basis into 61,049,054 shares of Common Stock. Fir Tree Inc. is the investment manager to Fir Tree Capital Opportunity
(LN) Master Fund, L.P. and Fir Tree REF III Tower LLC and has the power to exercise all voting rights with respect to the securities.
In addition, as of April 2, 2015, as a result of the appointment by the holders of Restricted Stock of Fir Tree Inc. as their proxy
and attorney-in-fact pursuant to the Restricted Stock Award Agreements between the Company and such holders, Fir Tree Inc. has
the sole power to vote 8,014,876 shares of Restricted Stock, while the restrictions on such shares remain in effect, with respect
to all matters to which the holders of Restricted Stock are entitled to vote.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | As reported on its Schedule 13D filed with the SEC on August 9, 2013, Housatonic Equity Partners
IV, L.L.C. serves as the sole general partner of each of Housatonic Equity Investors IV, L.P. and Housatonic Equity Affiliates
IV, L.P. and has voting and investment control over the 7,718,143 shares of Common Stock owned by Housatonic Equity Investors IV,
L.P. and the 355,806 shares of Common Stock owned by Housatonic Equity Affiliates IV, L.P.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Compartment IT2, LP has dispositive power and voting power with respect to 25,289,853 shares of
Common Stock issued on December 31, 2014. Compartment IT2, LP previously held Class A membership interests in Communications Infrastructure
Group, LLC (“CiG LLC”), an indirect subsidiary of the Company. On December 31, 2014, pursuant to the Amended and Restated
Limited Liability Company Operating Agreement, dated June 30, 2012, as amended (the “CiG LLC Agreement”), of CiG LLC,
the Class A membership interests in CiG LLC held by Compartment IT2, LP were automatically exchanged into 25,289,853 shares of
Common Stock of the Company at a terminating exchange price of $0.2788 per share (the “IT2 Exchange Shares”). Pursuant
to the CiG LLC Agreement, the IT2 Exchange Shares are to be delivered to the Company, on behalf and for the benefit of Fir Tree
Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, and are to be held in trust until so delivered. Fir
Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC disclaim beneficial ownership of the IT2 Exchange
Shares pursuant to Sections 13 and 16 of the Exchange Act.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Compartment IT5, LP has dispositive power and voting power with respect to 14,200,567 shares of
Common Stock issued on December 31, 2014. Compartment IT5, LP previously held Class A membership interests in CiG LLC. On December
31, 2014, pursuant to the CiG LLC Agreement, the Class A membership interests in CiG LLC held by Compartment IT5, LP were automatically
exchanged into 14,200,567 shares of Common Stock of the Company at a terminating exchange price of $0.2788 per share (the “IT5
Exchange Shares”). Pursuant to the CiG LLC Agreement, the IT5 Exchange Shares are to be delivered to the Company, on behalf
and for the benefit of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, and are to be held in
trust until so delivered. Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC disclaim beneficial
ownership of the IT5 Exchange Shares pursuant to Sections 13 and 16 of the Exchange Act.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Compartment IT9, LP has dispositive power and voting power with respect to 6,841,008 shares of
Common Stock issued on March 31, 2015. Compartment IT9, LP previously held Class A membership interests in CiG LLC. On March 31,
2015, pursuant to the CiG LLC Agreement, the Class A membership interests in CiG LLC held by Compartment IT9, LP were automatically
exchanged into 6,841,008 shares of Common Stock of the Company at a terminating exchange price of $0.0744 per share (the “IT9
Exchange Shares”). Pursuant to the CiG LLC Agreement, the IT9 Exchange Shares are to be delivered to the Company, on behalf
and for the benefit of Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, and are to be held in
trust until so delivered. Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC disclaim beneficial
ownership of the IT9 Exchange Shares pursuant to Sections 13 and 16 of the Exchange Act.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Mr. Paul McGinn has sole voting power over 50,000 shares of Common Stock purchased during 2013
at $2.00 per share, and owns 6,317,890 shares of Restricted Stock. Under the terms of the Restricted Stock Awards pursuant to which
Mr. McGinn received the Restricted Stock, Mr. McGinn has appointed Fir Tree Inc. to act as his proxy and attorney-in-fact to vote
all of his shares of Restricted Stock with respect to all matters to which he is entitled to vote. The shares of Restricted Stock
awarded to Mr. McGinn are subject to the vesting and other provisions set forth in the 2014 Equity Incentive Plan and Restricted
Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. McGinn.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Mr. Grant Barber owns 189,537 shares of Restricted Stock. Under the terms of the Restricted Stock
Awards pursuant to which Mr. Barber received the Restricted Stock, Mr. Barber has appointed Fir Tree Inc. to act as his proxy and
attorney-in-fact to vote all of his shares of Restricted Stock with respect to all matters to which he is entitled to vote. The
shares of Restricted Stock awarded to Mr. Barber are subject to the vesting and other provisions set forth in the 2014 Equity Incentive
Plan and Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. Barber.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Mr. Gabriel Margent owns 189,537 shares of Restricted Stock. Under the terms of the Restricted
Stock Awards pursuant to which Mr. Margent received the Restricted Stock, Mr. Margent has appointed Fir Tree Inc. to act as his
proxy and attorney-in-fact to vote all of his shares of Restricted Stock with respect to all matters to which he is entitled to
vote. The shares of Restricted Stock awarded to Mr. Margent are subject to the vesting and other provisions set forth in the 2014
Equity Incentive Plan and Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. Margent.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



89







| | (9) | Each of Messrs. Cohen and Troeller serves as an employee of Fir Tree Inc., which is the investment
manager to Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC. However, neither Messrs. Cohen nor
Troeller has any sole or shared power to vote or control the disposition of any shares of the Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Mr. Romain Gay-Crosier is deemed to beneficially own 638,109 shares of Restricted Stock. Mr. Gay-Crosier
was granted 631,792 shares of Restricted Stock under the 2014 Equity Incentive Plan and Mr. Gay-Crosier’s wife, Ms. Kristin
O’Connor, who is an employee of the Company, was granted 6,317 shares of Restricted Stock under the 2014 Equity Incentive
Plan. Under the terms of the Restricted Stock Awards pursuant to which Mr. Gay-Crosier and his wife received the Restricted Stock,
Mr. Gay-Crosier and his wife have each appointed Fir Tree Inc. to act as his/her proxy and attorney-in-fact to vote all of his/her
shares of Restricted Stock with respect to all matters to which he/she is entitled to vote. The shares of Restricted Stock awarded
to Mr. Gay-Crosier and his wife are subject to the vesting and other provisions set forth in the 2014 Equity Incentive Plan and
Restricted Stock Awards pursuant to which such shares of Restricted Stock were awarded to Mr. Gay-Crosier and Ms. O’Connor.
Mr. Gay-Crosier disclaims beneficial ownership with respect to any shares other than the shares owned of record by him.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | The 7,385,073 shares beneficially owned by all executive officers and directors as a group includes
shares owned by Paul McGinn, Romain Gay-Crosier (including shares held by his wife, for which he disclaims beneficial ownership),
Gabriel Margent and Grant Barber. 7,335,073 shares of Restricted Stock owned by each of the Company’s officers and directors
are included three times in the table in accordance with the rules governing disclosure of beneficial ownership (this figure includes
6,317,890 shares of Restricted Stock owned by Mr. McGinn, but does not include 50,000 shares of Common Stock owned by Mr. McGinn,
which do not represent Restricted Stock, but rather were purchased by Mr. McGinn and which appear twice in the table). In addition
to being shown as owned by the respective officer or director individually, shares owned by each officer and director are also
included within the 7,385,073 shares beneficially owned by all executive officers and directors as a group. Of the 7,385,073 shares
owned by the executive officers and directors as a group, 7,335,073 (including the shares owned by Mr. Gay-Crosier’s wife)
are Restricted Stock, and are therefore also included within the 8,014,876 shares of Restricted Stock over which Fir Tree Inc.
has voting power. The 8,014,876 shares of Restricted Stock over which Fir Tree Inc. has voting power include 7,335,073 shares owned
by the Company’s officers and directors (including the shares owned by Mr. Gay-Crosier’s wife) and 679,803 shares of
Restricted Stock owned by other employees of the Company. When counting these shares of Restricted Stock, Fir Tree Inc. has beneficial
ownership of a total of 130,112,984 shares.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Based on the percentage of the Company's outstanding Common Stock. Shares of the Company's Common
Stock subject to options, warrants, convertible securities and other derivative securities, which are currently exercisable or
convertible or are exercisable or convertible within 60 days of April 2, 2015, are treated as outstanding and beneficially owned
by the person holding such securities for the purpose of computing the percentage ownership of that person, but are not treated
as outstanding for the purpose of computing the percentage ownership of any other person.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Based on the percentage of the Company's outstanding Common Stock, Series A-2 Preferred Stock and
Series B Preferred Stock.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------



Changes in Control



The disclosure in Item 1 above under the
caption “Recent Developments—Merger Agreement” is incorporated into this item by reference.



90







Equity Compensation Plan Information



The following table provides
information as of December 31, 2014 regarding shares of our common stock that may have been issued under our 2014 Equity Incentive
Plan and MIP.





|Plan category                                              |  | Number of securities to be issued
    
upon exercise of outstanding options, 
warrants and rights |              |  | Weighted-average exercise price 
of outstanding
    options, warrants 
and rights |     | Number of securities remaining
    available for 
future issuance under equity compensation plans 
(excluding securities reflected in column (a)) |  
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | ------------ |  | --------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                           |  | (a)                                                                                               |              |  | (b)                                                                               |     | (c)                                                                                                                                               |  
|Equity compensation plans approved by security holders     |  |                                                                                                   | -            |  |                                                                                   | n/a |                                                                                                                                                   |  
|Equity compensation plans not approved by security holders |  |                                                                                                   | 7,892,771    |  |                                                                                   | n/a |                                                                                                                                                   |  
|Total                                                      |  |                                                                                                   | 7,892,771.00 |  |                                                                                   | n/a |                                                                                                                                                   | $







On January 29, 2014, the Company’s
Compensation Committee approved the 2014 Equity Incentive Plan and issued restricted stock awards thereunder, as described herein.
During 2014, there were 7,909,587 restricted stock awards issued, and 7,892,771 shares remain outstanding as of December 31, 2014.



ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE



Transactions with Related Persons,
Promoters and Certain Control Persons





Other
than compensation arrangements for our named executive officers and directors, which are described in Item 11, and the interests
of our officers and directors in the Merger, which are described in greater detail under the caption “Interests of Our Directors
and Officers in the Merger” in the preliminary information statement on Schedule 14C filed with the SEC on April 6, 2015,
which disclosure is incorporated by reference herein,there have been no transactions, since January 1, 2014, and there
are no currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds the
lesser of $120,000 or one percent of the average of the Company’s total assets at fiscal year-end for the last two completed
fiscal years, and in which any related person had or will have a direct or indirect material interest, except as follows:



| | · | On March 7, 2014, the Company and the
Fir Tree Investors entered into a Second Supplemental Agreement (the “Second Supplemental Agreement”). Pursuant to
the Second Supplemental Agreement, the Fir Tree Investors purchased an aggregate of 30,000 shares of Series A-1 Preferred Stock
and 3,228,626 shares of Series A-2 Preferred Stock for an aggregate purchase price of $3,000,000. In addition, the Company issued
to the Fir Tree Investors 3,900 shares of Series A-1 Preferred Stock and 402,596 shares of Series A-2 Preferred Stock in connection
with an indemnification claim made by the Fir Tree Investors pursuant to the Purchase Agreement.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | On December 10, 2014, the Company entered
into two separate unsecured promissory notes with Fir Tree REF III Tower, LLC in the amount of $3.5 million, and Fir Tree Capital
Opportunity (LN) Master Fund, L.P., in the amount of $3.5 million. Pursuant to the terms of the notes, each promissory note has
a maturity date of August 1, 2018, and bears interest at 15% per annum on the principle balance, with such interest being paid
or accrued on a quarterly basis.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | On December 31, 2014, the Company entered into an agreement to terminate
its Atypical Silent Partnership Agreement with InfraTrust Premium Sieben GmbH & Co. KG (“ITP7”), in exchange for
an agreed upon cash payment of $450,000, together with an agreed extinguishment of the remaining net liability of $161,597. Pursuant
to the termination agreement, there are no further obligations of either party under the partnership agreement.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



91







| | · | During the year ended December 31, 2014, the Company employed Mr.
McGinn’s step-daughter as its Inside Sales Manager. Her compensation for such year was $75,000 as base salary and an additional
performance based bonus of $65,000.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Director Independence



As of the date of this Report, Mr. Gabriel
Margent and Mr. Grant Barber are the only members of the Company’s Board of Directors who are deemed to be independent as
defined in Rule 10A-(3) of the Exchange Act.



The Company’s Board of Directors
currently has an Audit Committee, a Compensation Committee, a Nominating Committee and a Special Committee.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Summary of Auditor Fees and Pre-Approval Policy



Our Audit Committee has adopted a policy
that requires pre-approval of all audit and permitted non-audit services that may be performed by our independent registered public
accounting firm. Under this policy, each year, at the time it engages the auditors, the Audit Committee pre-approves the audit
engagement terms and fees and may also pre-approve detailed types of audit-related and permitted tax services, subject to certain
dollar limits, to be performed during the year. All other permitted non-audit services are required to be pre-approved by the Audit
Committee on an engagement-by-engagement basis. The Audit Committee may delegate its authority to pre-approve services to one or
more of its members, whose activities are reported to the Audit Committee at each regularly scheduled meeting.



During the years ended December 31, 2014
and 2013, we incurred the following fees for services performed by our auditors, Malone Bailey LLP. These fees include audit fees
of our annual and transition financial statements on Form 10-K, review of our quarterly financial statements on Form 10-Q. The
other related fees mainly include audit of the acquisition of Liberty Towers and STAR:



|                   |  | Years Ended December 31, |        
|------------------ |  | ------------------------ | -------
|                   |  | 2014                     |        
|                   |  |                          |        
|Audit fees         |  | $                        | 149,000
|Audit related fees |  |                          | -      
|Total              |  | $                        | 149,000



PART IV



ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



| | (a) | 1. Financial Statements
| | --- | -----------------------



The following consolidated financial statements of
the Company and its subsidiaries and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item
8 of this Report.



| | - | Report of Independent Registered Public Accounting Firm
| | - | -------------------------------------------------------

| | - | Consolidated Balance Sheets for the Years Ended December 31, 2014 and 2013
| | - | --------------------------------------------------------------------------

| | - | Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013
| | - | ------------------------------------------------------------------------------------

| | - | Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2014 and 2013
| | - | --------------------------------------------------------------------------------------------------------

| | - | Consolidated Statement of Cash Flows for the Year Ended December 31, 2014 and 2013
| | - | ----------------------------------------------------------------------------------

| | - | Notes to the Consolidated Financial Statements above
| | - | ----------------------------------------------------

| | - | Management’s Annual Report on Internal Control over Financial Reporting
| | - | -----------------------------------------------------------------------



92







| | (a) | 2. Financial Statements Schedules
| | --- | ---------------------------------



|(In thousands)                          |  | Schedule II - Valuation and Qualification Accounts |      
|--------------------------------------- |  | -------------------------------------------------- | -----
|                                        |  |                                                    |      
|Description                             |  | Balance at
    Beginning     of Period             |      
|Valuation Allowance for deferred taxes: |  |                                                    |      
|Year Ended December 31, 2014            |  | $                                                  | 5,440
|Year Ended December 31, 2013            |  | $                                                  | 2,130



| | (a) | 3. Exhibits
| | --- | -----------



See the index to exhibits attached below



| | (b) | See item 15(a)(3) and separate Exhibits Index attached hereto
| | --- | -------------------------------------------------------------

| | (c) | Not Applicable
| | --- | --------------

93







|Exhibits Index
|--------------



|              |  |                                                                                                                                                                                        |  | Incorporated by Reference |  |            
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | -----------
|Exhibit No.   |  | Description of Document                                                                                                                                                                |  | Registrant's
        Form |  | Filing Date
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 2.1   |  | Agreement and Plan of Merger, dated as of March 20, 2015, among CiG Wireless Corp., Vertical Bridge Acquisitions, LLC and Vertical Steel Merger Sub Inc.                               |  | 8-K                       |  | 3/23/2015  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 2.2   |  | First Amendment to Agreement and Plan of Merger, dated as of March 26, 2015, among CiG Wireless Corp., Vertical Bridge Acquisitions, LLC and Vertical Steel Merger Sub Inc.            |  | PRE 14C                   |  | 4/6/2015   
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.1   |  | Articles of Incorporation.                                                                                                                                                             |  | S-1                       |  | 4/25/2008  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.2   |  | First Amended Articles of Incorporation.                                                                                                                                               |  | 10-Q                      |  | 2/21/2012  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.3   |  | Certificate of Designations of Series B 6% 2012 Convertible Redeemable Preferred Stock.                                                                                                |  | 8-K                       |  | 8/23/2012  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.4   |  | Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of CIG Wireless Corp.                      |  | 8-K                       |  | 8/7/2013   
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.5   |  | Amended and Restated Bylaws of CIG Wireless Corp.                                                                                                                                      |  | 10-Q                      |  | 11/14/2014 
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.6   |  | Certificate of Amendment to Articles of Incorporation.                                                                                                                                 |  |                           |  |            
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 3.7   |  | Amendment to Certificate of Designation of Series A-1 Non-Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of CiG Wireless Corp., dated as of February 10, 2015. |  | 8-K                       |  | 3/23/2015  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 10.26 |  | Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012.                                                   |  | 10-Q                      |  | 8/14/2012  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 10.30 |  | Employment Agreement dated July 25, 2012 between CIG Wireless Corp and Paul McGinn.                                                                                                    |  | 10-Q                      |  | 8/14/2012  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 10.31 |  | Credit Agreement between CIG Comp Tower, LLC and Macquarie Bank Limited dated August 17, 2012. †                                                                                       |  | 8-K/A                     |  | 12/19/2012 
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 10.32 |  | Security Agreement, dated as of September 7, 2012, between CIG Comp Tower, LLC, CIG Properties, LLC and Macquarie Bank Limited. †                                                      |  | 8-K                       |  | 9/14/2012  
|              |  |                                                                                                                                                                                        |  |                           |  |            
|Exhibit 10.33 |  | Guaranty, dated as of September 7, 2012, by CIG Properties, LLC in favor of Macquarie Bank Limited. †                                                                                  |  | 8-K                       |  | 9/14/2012  



94







|Exhibit 10.34 |  | Pledge Agreement, dated as of September 7, 2012, between CIG Properties, LLC and Macquarie Bank Limited .†                                                                                                                                                                  |  | 8-K/A |  | 12/19/2012 |  | 10.4  |  | 
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------- |  | ----- |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.35 |  | Amendment No. 1, dated December 31, 2012, to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012.                                                                                       |  | 10-KT |  | 2/14/2013  |  | 10.35 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.36 |  | Certificate of Rescission of Amendment No. 1, dated December 31, 2012, to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012.                                                          |  | 10-KT |  | 2/14/2013  |  | 10.36 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.37 |  | Amendment No. 2, dated December 31, 2012, to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012.                                                                                       |  | 10-KT |  | 2/14/2013  |  | 10.37 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.38 |  | Securities Purchase Agreement, by and among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, LP and Fir Tree REF III Tower LLC, dated August 1, 2013.                                                                                                     |  | 8-K   |  | 8/7/2013   |  | 10.38 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.39 |  | Registration Rights Agreement, by and among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, LP and Fir Tree REF III Tower LLC, dated August 1, 2013.                                                                                                     |  | 8-K   |  | 8/7/2013   |  | 10.39 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.40 |  | Closing Agreement, by and between CiG Wireless Corp. and Liberty Towers, LLC, dated August 1, 2013.                                                                                                                                                                         |  | 8-K   |  | 8/7/2013   |  | 10.40 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.41 |  | Rights Agreement, by and among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, LP, Fir Tree REF III Tower LLC, Housatonic Equity Investors IV, L.P., Housatonic Equity Affiliates IV, L.P. and Chesapeake Towers Development, LLC, dated August 1, 2013. |  | 8-K   |  | 8/7/2013   |  | 10.41 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.42 |  | Form of Stand Down Agreement, dated August 1, 2013, by and between CiG Wireless Corp. and the parties set forth on Schedule I  thereto.                                                                                                                                     |  | 8-K   |  | 8/7/2013   |  | 10.42 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.43 |  | Amendment No. 3, dated August 1, 2013, to the Amended and Restated Limited Liability Company Operating Agreement of Communications Infrastructure Group, LLC, dated June 30, 2012.                                                                                          |  | 8-K   |  | 8/7/2013   |  | 10.43 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.44 |  | Acknowledgement and Consent to Financing Transaction, dated as of August 1, 2013, delivered by Compartment IT2, LP, Compartment IT5, LP and Compartment IT9, LP.                                                                                                            |  | 8-K   |  | 8/7/2013   |  | 10.44 |  | 
|              |  |                                                                                                                                                                                                                                                                             |  |       |  |            |  |       |  | 
|Exhibit 10.45 |  | Form of Option Cancellation Agreement, dated August 1, 2013, by and between CiG Wireless Corp. and the Optionees set forth on Schedule I thereto.                                                                                                                           |  | 8-K   |  | 8/7/2013   |  | 10.45 |  | 





95







|Exhibit 10.46 |  | Amendment No. 1, dated August 1, 2013, to Executive Employment Agreement, dated July 25, 2012, by and between CiG Wireless Corp. and Paul McGinn.                     |  | 8-K  |  | 8/7/2013   |  | 10.46 |  | 
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ---------- |  | ----- |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.47 |  | Amendment No. 1, dated August 1, 2013, to Executive Employment Agreement, dated May 3, 2013, by and between CiG Wireless Corp. and Michael Hofe.                      |  | 8-K  |  | 8/7/2013   |  | 10.47 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.48 |  | Amendment No. 1, dated August 1, 2013, to Executive Employment Agreement, dated May 3, 2013, by and between CiG Wireless Corp. and B. Eric Sivertsen.                 |  | 8-K  |  | 8/7/2013   |  | 10.48 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.49 |  | Termination Agreement, by and between CiG Wireless Corp. and ENEX Group Management, S.A., dated August 1, 2013.                                                       |  | 8-K  |  | 8/7/2013   |  | 10.49 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.50 |  | Termination Agreement, by and between CiG Wireless Corp. and CRG Finance AG, dated August 1, 2013.                                                                    |  | 8-K  |  | 8/7/2013   |  | 10.50 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.51 |  | Equity Letter, by and among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, LP and Fir Tree REF III Tower LLC, dated August 1, 2013.               |  | 8-K  |  | 8/7/2013   |  | 10.51 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.52 |  | Executive Employment Agreement, by and between CiG Wireless Corp. and Michael Hofe, dated as of May 3, 2013.                                                          |  | 10-Q |  | 8/14/2013  |  | 10.52 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.53 |  | Executive Employment Agreement, by and between CiG Wireless Corp. and B. Eric Sivertsen, dated as of May 3, 2013.                                                     |  | 10-Q |  | 8/14/2013  |  | 10.53 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.54 |  | Severance Agreement, by and between CiG Wireless Corp. and B. Eric Sivertsen, dated as of September 27, 2013.                                                         |  | 8-K  |  | 11/15/2013 |  | 10.54 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.55 |  | Supplemental Agreement, by and among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, dated December 18, 2013. |  | 8-K  |  | 12/20/2013 |  | 10.1  |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.56 |  | CIG Wireless Corp. 2014 Equity Incentive Plan.                                                                                                                        |  | S-8  |  | 2/25/2014  |  | 10.56 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.57 |  | Form of Restricted Stock Award.                                                                                                                                       |  | 8-K  |  | 3/5/2014   |  | 10.57 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.58 |  | Restricted Stock Award to Paul McGinn, dated as of February 27, 2014. †                                                                                               |  | 8-K  |  | 3/5/2014   |  | 10.58 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.59 |  | Restricted Stock Award to Romain Gay-Crosier, dated as of February 27, 2014. †                                                                                        |  | 8-K  |  | 3/5/2014   |  | 10.59 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.60 |  | Restricted Stock Award to Gabriel Margent, dated as of February 27, 2014. †                                                                                           |  | 8-K  |  | 3/5/2014   |  | 10.60 |  | 
|              |  |                                                                                                                                                                       |  |      |  |            |  |       |  | 
|Exhibit 10.61 |  | Restricted Stock Award to Grant Barber, dated as of February 27, 2014. †                                                                                              |  | 8-K  |  | 3/5/2014   |  | 10.61 |  | 



96







|Exhibit 10.62 |  | Second Supplemental Agreement, by and among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC, dated March 7, 2014.                                                                                                         |  | 8-K |  | 3/13/2014 |  | 10.62 |  |  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --------- |  | ----- |  | -
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.63 |  | Executive Employment Agreement, dated as of March 25, 2014, by and between CiG Wireless Corp. and Romain Gay-Crosier.                                                                                                                                                            |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.64 |  | Survival Period Termination Agreement, dated as of May 22, 2014, by and between CiG Wireless Corp. and Macquarie Capital (USA) Inc.                                                                                                                                              |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.65 |  | Commercial Lease for 11120 S. Crown Way, Suite 1, Wellington, FL 33414, dated as of May 30, 2014, by and between Wellington Land Development, LLC and CIG Wireless Corp.                                                                                                         |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.66 |  | Amendment to Survival Period Termination Agreement, dated as of August 25, 2014, by and between CiG Wireless Corp. and Macquarie Capital (USA) Inc.                                                                                                                              |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.67 |  | Second Amendment to Credit Agreement, dated as of December 9, 2014, by and among CiG Comp Tower, LLC and Macquarie Bank Limited                                                                                                                                                  |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.68 |  | Unsecured Promissory Note, dated December 10, 2014, by and between Fir Tree REF III Tower LLC and CiG Wireless Corp.                                                                                                                                                             |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.69 |  | Unsecured Promissory Note, dated December 10, 2014, by and between Fir Tree Capital Opportunity (LN) Master Fund, L.P. and CiG Wireless Corp.                                                                                                                                    |  |     |  |           |  |       |  | X
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.70 |  | Indemnification and Joinder Agreement, dated as of March 20, 2015, among CiG Wireless Corp., Vertical Bridge Acquisitions, LLC, Vertical Steel Merger Sub Inc., Vertical Bridge Holdco, LLC, Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC. |  | 8-K |  | 3/23/2015 |  | 10.1  |  |  
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.71 |  | Support Agreement, dated as of March 20, 2015, among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC.                                                                                                                     |  | 8-K |  | 3/23/2015 |  | 10.2  |  |  
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.72 |  | Funding Agreement, dated as of March 20, 2015, among CiG Wireless Corp., Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC.                                                                                                                     |  | 8-K |  | 3/23/2015 |  | 10.3  |  |  
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.73 |  | Amendment No. 2 to the Employment Agreement, dated as of March 20, 2015, between CiG Wireless Corp. and Paul McGinn.                                                                                                                                                             |  | 8-K |  | 3/23/2015 |  | 10.4  |  |  
|              |  |                                                                                                                                                                                                                                                                                  |  |     |  |           |  |       |  |  
|Exhibit 10.74 |  | CIG Wireless Corp. 2015 Incentive Bonus Plan.                                                                                                                                                                                                                                    |  | 8-K |  | 3/24/2015 |  | 10.1  |  |  



97







|Exhibit 10.75 |  | Incentive Bonus Plan Agreement with Paul McGinn, dated as of March 20, 2015.                                                                               |  | 8-K   |  | 3/24/2015 |  | 10.2 |  |    
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------- |  | ---- |  | ---
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 10.76 |  | Incentive Bonus Plan Agreement with Romain Gay-Crosier, dated as of March 20, 2015.                                                                        |  | 8-K   |  | 3/24/2015 |  | 10.3 |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 10.77 |  | Incentive Bonus Plan Agreement with Michael Hofe, dated as of March 20, 2015.                                                                              |  | 8-K   |  | 3/24/2015 |  | 10.4 |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 14.1  |  | Code of Ethics incorporated by reference.                                                                                                                  |  | 10-K  |  | 2/6/2012  |  | 14.1 |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 21.1  |  | List of Subsidiaries.                                                                                                                                      |  |       |  |           |  |      |  | X  
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 31.1  |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                    |  |       |  |           |  |      |  | X  
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 31.2  |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                    |  |       |  |           |  |      |  | X  
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 32.1  |  | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |       |  |           |  |      |  | X *
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 32.2  |  | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |       |  |           |  |      |  | X *
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 99.3  |  | Whistleblower Procedures Policy.                                                                                                                           |  | 10-K  |  | 2/6/2012  |  | 99.3 |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 99.4  |  | Compensation Committee Charter.                                                                                                                            |  | 10-KT |  | 2/14/2013 |  | 99.4 |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|Exhibit 99.5  |  | Nominating Committee Charter.                                                                                                                              |  | 10-KT |  | 2/14/2013 |  | 99.5 |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|101.INS       |  | XBRL Instance Document**                                                                                                                                   |  |       |  |           |  |      |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|101.SCH       |  | XBRL Taxonomy Extension Schema**                                                                                                                           |  |       |  |           |  |      |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|101.CAL       |  | XBRL Taxonomy Extension Calculation Linkbase**                                                                                                             |  |       |  |           |  |      |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|101.DEF       |  | XBRL Taxonomy Definition Linkbase**                                                                                                                        |  |       |  |           |  |      |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|101.LAB       |  | XBRL Taxonomy Extension label Linkbase**                                                                                                                   |  |       |  |           |  |      |  |    
|              |  |                                                                                                                                                            |  |       |  |           |  |      |  |    
|101.PRE       |  | XBRL Taxonomy Extension Presentation Linkbase**                                                                                                            |  |       |  |           |  |      |  |    



98







| | † | The registrant has requested confidential treatment with respect to certain portions of this exhibit. Such portions have been
omitted from this exhibit and have been filed separately with the United States Securities and Exchange Commission.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

| | *  | This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                             
| | ** | To be filed by amendment.                                                                                                                                                                                                                                   





99









SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| | CIG WIRELESS CORP. |                       
| | ------------------ | ----------------------
| |                    |                       
| | By:                | /s/ Paul McGinn       
| |                    | Name:                 
| |                    | Title:                
| |                    |                       
| | By:                | /s/ Romain Gay-Crosier
| |                    | Name:                 
| |                    | Title:                



Dated: April 15, 2015



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|       | /s/ Paul McGinn    
|------ | -------------------
|Name:  | Paul McGinn        
|Title: | Chairman           
|Dated: | April 15, 2015     
|       |                    
|       | /s/ Gabriel Margent
|Name:  | Gabriel Margent    
|Title: | Director           
|Dated: | April 15, 2015     
|       |                    
|       | /s/ Grant Barber   
|Name:  | Grant Barber       
|Title: | Director           
|Dated: | April 15, 2015     
|       |                    
|       | /s/ Jarret Cohen   
|Name:  | Jarret Cohen       
|Title: | Director           
|Dated: | April 15, 2015     
|       |                    
|       | /s/ Scott Troeller 
|Name:  | Scott Troeller     
|Title: | Director           
|Dated: | April 15, 2015     



100