**Exhibit10.63**

 

EXECUTIVEEMPLOYMENT AGREEMENT

 

ThisEMPLOYMENT AGREEMENT (the “Agreement”), dated this 25 day of March 2014 (the“Effective Date”) by and between **CIG Services, LLC,**a Delaware limited liability company (the “CIGServices”), **Romain Gay-Crosier**(the“Executive”), and **CIGWireless Corp.,**a Nevada corporation (the “Company”).

 

WHEREAS,the Company desires to employ the Executive as the Chief Financial Officer (“CFO”)of the Company through CIG Services, and the Executive desires to serve in such capacity pursuant to the terms and conditions setforth herein;

 

NOWTHEREFORE, in consideration of the premises and the mutual agreements made herein, the Company and the Executive agree as follows:

 

1.            Position;Duties; Place of Performance.

 

1.1           Position.The Company hereby engages the Executive to serve as CFO of the Company, as an employee of CIG Services, subject to the terms andconditions of this Agreement.

 

1.2           Duties.During the Employment Period (defined below), the Executive shall have such duties, authority and responsibility as shall be determinedfrom time to time by the Chief Executive Officer of the Company (the “CEO”),provided that such duties, authority and responsibility are reasonably consistent with the Executive’s position. The Executiveagrees that during his employment hereunder, he shall exclusively devote 100% of his professional working time, attention, knowledgeand experience and give his best effort, skill and abilities to promote the business and interests of the Company as reasonablydirected by the CEO pursuant to policies of the Board. This provision shall not be construed to restrict the Executive from participatingin volunteer activities for nonprofit organizations or serving on boards or committees of organizations or entities that are approvedby the Board.

 

1.3           Placeof Performance. The principal place of theExecutive’s performance of his duties shall be at the Company’s headquarters.

 

2.            EmploymentPeriod. This Agreement shall have an initialterm of two (2) years commencing as of the Effective Date and ending on the second anniversary thereof (the “InitialEmployment Period”) and shallautomatically renew and continue to remain in effect after the Initial Employment Period for successive one (1)-year periods (each,a “Renewal EmploymentPeriod”),unless (a) either party gives written notice of non-renewal not less than ninety (90) days prior to the end of the then-effectiveEmployment Period (defined below), or (b) otherwise terminated pursuant to Section 8. The Initial Employment Period and each RenewalEmployment Period of this Agreement are each referred to herein as an “Employment Period.”

 

  

3.            Compensationand Benefits.

 

3.1           BaseSalary. The Executive shall be paid a basesalary of Two Hundred and Thirty-Four Thousand Dollars ($234,000) per annum during the Employment Period, prorated for any partialyear of employment, less applicable statutory and regulatory deductions (each year, the '‘Base Salary”),which shall be payable in accordance with the Company’s standard payroll practices, as the same may be administered fromtime to time.

 

3.2           AnnualDiscretionary Bonus. The Executive shallbe eligible for an annual discretionary bonus of 30% of the Executive’s Base Salary, subject to the determination of theCompany’s Compensation Committee and approval by the Board.

 

3.3           RelocationBonus. To offset costs associated with theExecutive’s relocation from Switzerland to Atlanta, Georgia, the Executive shall be paid a one (l)-time relocation bonusof Twenty-Five Thousand Dollars ($25,000), less applicable statutory and regulatory deductions.

 

3.4           Benefits.During the Employment Period, the Executive shall be entitled to participate in all employee benefit plans, practices and programsmaintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”),on a basis which is no less favorable than is provided to other similarly-situated executives of the Company, to the extent consistentwith applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel anyEmployee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.Without limiting the foregoing, the Company will match 100% of the first 3% of the Executive’s Employee Benefit Plans contributionsand 50% of the next 2%, and the Executive shall be 100% vested in the Company match. The Company will pay for 100% of coveragefor the Executive and approximately 50% of the Executive’s dependents for the Company’s standard medical and dentalplans. The Executive is eligible for medical/dental/vision benefits immediately upon hire without a waiting period.

 

3.5           PaidTime Off. The Executive shall be eligiblefor fifteen (15) days (120 hours) of paid time off (“PTO”) each calendar year in accordance with the Company’sPTO policy.

 

3.6           ExpenseReimbursement. The Executive shall be entitledto reimbursement of reasonable out-of-pocket expenses incurred in connection with travel, communications and matters related tothe Company’s business and affairs, if made in accordance with written Company policies as in effect from time to time.

 

3.7           Indemnification.The Company shall indemnify the Executive to the maximum extent provided in the Company’s charter instruments and under applicablelaw. The Executive shall be provided coverage pursuant to directors and officers insurance to the same extent as other directorsand officers of the Company. This provision shall survive termination of this Agreement.

 

  

4.            Acknowledgements.

 

4.1           Natureof Executive’s Position. The Executiveacknowledges, agrees, represents and warrants that the Executive’s position as CFO of the Company is a position of significanttrust and responsibility and that during the course of his employment, his duties and responsibilities as CFO will require himto: (a) perform duties with the responsibility of: (i) primarily managing the Company or a customarily recognized department orsubdivision of the Company; (ii) customarily and regularly directing the work of two or more other employees; and (ii) hiring orfiring other employees or having particular weight given to suggestions and recommendations as to the hiring, firing, advancement,promotion, or any other change of status of other employees; or (b) perform the duties of a Key Employee or of a Professional (eachas defined below).

 

4.2           Reasonablenessof Restriction. The Executive further acknowledges,agrees, represents and warrants that the Company’s business is unique and highly specialized and the restrictive covenantsset forth in this Agreement are (a) narrowly tailored; (b) necessary and reasonable to protect, without limitation, the Discoveriesand Works of the Company (defined below) and its customers, prospective customers, vendors and suppliers, as well as the Company’sgoodwill, (c) not greater than necessary for the protection of the Company’s legitimate interests and goodwill, and (d) willonly minimally burden the Executive’s opportunity and ability to successfully and profitably work in the Executive’schosen field following the end of the Executive’s employment with the Company.

 

4.3           Definitions.

 

(a)          Forpurposes of this Agreement, the term “Key Employee”shall mean an employee who, by reason of the Company’s investment of time, training, money, trust, exposure to the public,or exposure to customers, vendors, or other business relationships during the course of the employee’s employment with theCompany, has gained a high level of notoriety, fame, reputation, or public persona as the Company’s representative or spokespersonor has gained a high level of influence or credibility with the Company’s customers, vendors, or other business relationshipsor is intimately involved in the planning for or direction of the business of the Company or a defined unit of the business ofthe Company. Such term also means an employee in possession of selective or specialized skills, learning, or abilities or customercontacts or customer information who has obtained such skills, learning, abilities, contacts, or information by reason of havingworked for the Company.

 

(b)          Forpurposes of this Agreement, the term “Professional”shall mean	an employee who has	as a primary duty the performance of work requiring knowledge of an advanced type in a fieldof science or learning customarily acquired by a prolonged course of specialized intellectual instruction or requiring invention,imagination, originality, or talent in a recognized field of artistic or creative endeavor.

 

5.            TradeSecrets.

 

5.1           TradeSecret Covenants. The Executive agrees thatit is in the Company’s legitimate business interest to restrict disclosure or use of Trade Secrets and Confidential Information(as defined below) relating to the Company and its affiliates as provided herein, and the Executive agrees not to disclose or usethe Trade Secrets and/or Confidential Information relating to the Company or its affiliates for any purpose other than in connectionwith his performance of his duties to the Company.

 

  

5.2           "TradeSecrets” shall mean all confidentialand proprietary information belonging to the Company (including ideas, formulas, compositions, inventions (whether patentable orunpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, researchand development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financialand marketing plans and customer and supplier lists and information).

 

5.3           "ConfidentialInformation” means all information,other than Trade Secrets belonging to, used by, or which is in the possession of the Company and relating to the Company’sbusiness or assets specifically including, but not limited to, information relating to the Company’s products, services,strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computersoftware and hardware, inventions, developments, in each case to the extent that such information is not required to be disclosedby applicable law or compelled to be disclosed by any governmental authority.

 

5.4           TradeSecret Exceptions. Notwithstanding the foregoing,the terms “Trade Secrets”and “Confidential Information”do not include information that (a) is or becomes generally available to or known by the public (other than as a result of a disclosureby the Executive), provided, thatthe source of such information is not known by the Executive to be bound by a confidentiality agreement with the Company; or (b)is independently developed by the Executive without violating this Agreement.

 

6.            Discoveriesand Works. All Discoveries and Works madeor conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company’spresent or anticipated activities, or are used or useable by the Company shall be owned by the Company. For the purposes of thisSection 6, (including the definition of “Discoveries and Works”)the term “Company”shall include the Company and its affiliates. The term “Discoveries and Works”includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications,service marks, and service mark registrations and applications, trade names, copyrights and copyright registrations and applications.The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company,as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce anyand all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and allother property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expenseUnited States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works,and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsementsnecessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto,including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year afterthe termination of the Executive’s employment with the Company, are made, disclosed, reduced to tangible or written formor description, or are reduced to practice by the Executive and which pertain to the business carried on or products or servicesbeing sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumedto have been made during the Executive’s employment by the Company. The Executive acknowledges that all Discoveries and Worksshall be deemed “worksmadefor hire” under the U.S. CopyrightAct of 1976, as amended 17 U.S.C. Sect. 101. Should the Executive refuse or fail to perform such acts or execute such documents,instruments or certificates, the Company may do so as the Executive’s attorney-in-fact for such purpose. In addition to andnot in any way limiting the foregoing, any assignment of copyrights under this Agreement includes all rights of paternity, integrity,disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “MoralRights”). The Executive hereby irrevocablywaives, to the extent permitted by applicable law, any and all claims the Executive may now or hereafter have in any jurisdictionto any Moral Rights with respect to the Discoveries and Works.

 

  

7.            Non-Competition;Non-Solicitation.

 

7.1           Duringthe Employment Period. During the Executive’semployment with the Company, the Executive will not, on the Executive’s own behalf or on behalf of any person other thanthe Company (a) perform Responsibilities (defined below) for, or (b) otherwise engage in or accept, Competitive Business (definedbelow).

 

7.2           Post-Employment.During the Restrictive Period (defined below), the Executive will not, on the Executive’s own behalf or on behalf of anyperson, directly or indirectly, anywhere in the Territory (defined below) (a) engage in Competitive Business, or (b) accept CompetitiveBusiness from any of the Company’s customers or actively sought prospective customers with which the Executive had MaterialContact (defined below) within the last twelve (12) months of the Executive’s employment with the Company.

 

7.3           Non-Solicitationof Customers and Prospects. During the Executive’semployment with the Company and during the Restrictive Period, the Executive will not, directly or indirectly, solicit or attemptto solicit any of the Company’s customers or actively sought prospective customers for the purpose of providing, or referringsuch customers to any person (other than the Company) to provide Competitive Business. The Executive acknowledges that, among otherreasons, he will have Material Contact with customers or prospective customers because of his direct dealings with and/or supervisionof other employees with respect such customers and prospective customers.

 

7.4           Non-Solicitationof Employees and Contractors. During theExecutive’s employment with the Company and during the Restrictive Period, the Executive will not (a) solicit or otherwiseseek to persuade, directly or indirectly, any officer, employee, consultant, independent contractor, or agent of the Company todiscontinue his or her relationship with the Company for any reason, or (b) hire, on the Executive’s own behalf or on behalfof any other person, any individual who is then an officer, employee, consultant, independent contractor, or agent of the Companyor who was an officer, employee, consultant, independent contractor or agent of the Company during the three (3)-month period priorto the date of such hire. These restrictions apply regardless of whether such employee or contractor is a full-time or temporaryemployee or contractor of the Company, whether such employee or contractor serves pursuant to a written agreement, and whethersuch employee or contractor is providing services for a determined period or at-will.

 

  

7.5           Non-Disparagement.During the Restrictive Period, neither the Executive nor the Company will make any statement, oral or written (including but notlimited to any written statement posted on or through any social media or other website), that is disparaging or derogatory ordirectly or indirectly impugns the quality or integrity of the other.

 

7.6           Non-Competitionwith Wireless Towers. During the EmploymentPeriod and for a period of twenty-four (24) months following the termination of the Executive’s employment from the Companyfor any reason, the Executive will not, on the Executive’s own behalf or on behalf of any person, directly or indirectly,within a two (2)-mile radius of any Wireless Towers (defined below): (a) engage in Competitive Business, or (b) accept CompetitiveBusiness from any of the Company’s customers.

 

7.7           Definitions.

 

(a)          Forpurposes of this Agreement, “Competitive Business”means the business of construction, maintenance, leasing of wireless communications towers to wireless service providers or theoperation of wireless communications towers.

 

(b)          Forpurposes of this Agreement, “Material Contact”means the contact between the Executive and each customer or potential customer (i) with whom or which the Executive dealt on behalfof the Company, (ii) whose dealings with the Company were coordinated or supervised by the Executive, (iii) about whom the Executiveobtained confidential information in the ordinary course of business as a result of such Executive’s association with theCompany, or (iv) who receives products or services authorized by the Company, the sale or provision of which results or resultedin compensation, commissions, or earnings for the Executive within twenty-four (24) months prior to the date of the Executive’stermination.

 

(c)          Forpurposes of this Agreement, “Restrictive Period”means, unless provided otherwise herein, the period beginning on the date of expiration of the Agreement or termination of theExecutive’s employment with the Company for any reason and ending the twenty-four (24)-month period thereafter.

 

(d)          Forpurposes of this Agreement, “Responsibilities”means the duties and responsibilities performed by the Executive for the Company within the last twelve (12) months of the Executive’semployment with the Company.

 

(e)          Forpurposes of this Agreement, “Territory”means, unless provided otherwise herein, the two (2)-mile radius around each Company wireless communications tower in each statewith respect to which the Executive is performing Responsibilities on behalf of the Company at the time the Executive’s employmentwith the Company ends.

 

(f)          Forpurposes of this Agreement, “Wireless Towers”means (i) any wireless communications tower owned or operated by the Company; or (ii) any site (A) identified by the Company withspecificity for the development of wireless communication towers, (B) where the Company has commenced construction of wirelesscommunication towers, or (C) where the Company has an option to acquire, has a lease or has purchased land to construct a wirelesscommunication tower.

 

  

8.            Termination.

 

8.1           TerminationWithout Cause. During the Employment Period,either party may at any time, at its/his election and sole discretion, terminate the Executive’s employment under this Agreementwithout Cause (i.e., for reasons other than those set forth in Section 8.2 below) (a “Termination Without Cause”)upon ninety (90) days written notice. The time period between the receipt of Termination Without Cause and the final date of terminationshall be referred to as the “Notice Period.”Should the Company elect to terminate the Executive’s employment without Cause, the Company may elect to pay the Executivein lieu of notice the equivalent of the Base Salary then due the Executive during the Notice Period. Upon receipt of such paymentin lieu of notice, the Executive shall be immediately relieved of his duties and responsibilities.

 

8.2           TerminationFor Cause.

 

(a)          Inaddition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shallhave the right, at its election, upon written notice to the Executive, to terminate the Executive’s employment hereunderat any time for “Cause” (a “Termination For Cause”).

 

(b)          Forpurposes of this Agreement, “Cause”shall mean: (i) any act or omission that constitutes a breach by the Executive of any of his material obligations under this Agreement;(ii) the continued failure or refusal of the Executive (A) to substantially perform the material duties required of him as an executiveof the Company and/or (B) to comply with reasonable directions of the CEO, (iii) any material violation by the Executive of any(A) policy, rule or regulation of the Company and/or (B) any law or regulation applicable to the business of the Company or anyof its affiliates; (iv) any act of fraud, misappropriation, embezzlement, or similar act of dishonesty; (v) violations of the Company’sdrug use policy (including the failure to take a drug screening test as required by the Company in accordance with such policy)or the use of alcohol or dings (legal or illegal) in a way which impairs the Executive’s ability to perform the Executive'sduties hereunder (as determined by the CEO), (vi) the Executive’s gross negligence in the performance of his duties hereunder,or any breach of any fiduciary duty to the Company (including the receipt by the Executive of any form of payment for servicesperformed on behalf of, or in connection with, the business of the Company that the Executive fails to promptly deliver to theCompany); (vii) the Executive’s conviction of, or plea of guilty or nolo contendere to, any crime (whether or not involvingthe Company) which constitutes a felony or crime of moral turpitude or is punishable by imprisonment of thirty (30) days or more,provided, however,that nothing in this Agreement shall obligate the Company to pay Base Salary or benefits during any period that the Executive isunable to perform his duties hereunder due to any incarceration, and provided,further, that nothing shall preventthe Executive’s termination under any other subsection of this Section 8.2 if it provides independent grounds for termination;or (viii) any other misconduct by the Executive that is materially injurious to the financial condition or business reputationof, or is otherwise materially injurious to, the Company or any of its affiliates.

 

  

(c)          Notwithstandingthe foregoing, no purported Termination For Cause pursuant to (i), (ii), (iii), (iv), (v), (vi) or (viii) of the preceding paragraphof this Section 8.2 shall be effective unless all of the following provisions shall have been complied with: (i) the Executiveshall be given written notice by the Company of its intention to effect a Termination For Cause, such notice to state in detailthe particular circumstances that constitute the grounds on which the proposed Termination For Cause is based; and (ii) the Executiveshall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible,as determined in the sole discretion of the Company, provided,however, that the Executive shallnot have such right to cure if (A) these curable failures, violations or breaches become a pattern and (B) following written noticeto the Executive and consultation with the Executive to attempt to resolve the issues which the Company believes constitute sucha pattern, the Company determines in good faith that the Executive is unwilling or unable to discontinue the activities constitutingsuch a pattern.

 

8.3           Death;Disability.

 

(a)          Inthe event that the Executive dies or becomes Disabled (as defined herein) during the Employment Period, the Executive’s employmentshall terminate either (i) when such death occurs, or (ii) upon written notice by the Company at any time after Disability occurs(provided that, in the event of any Disability, the Company shall have the right, but not the obligation, to terminate this Agreement).

 

(b)          Forthe purposes of this Agreement, the Executive shall be deemed to be “Disabled”or have a “Disability”if, because of the Executive’s physical or mental disability, he has been substantially unable to perform his duties hereunderwith reasonable accommodation for twelve (12) work weeks in any twelve (12) month period. The Executive shall be considered tohave been substantially unable to perform his duties hereunder only if he is either (i) unable to reasonably and effectively carryout his duties with reasonable accommodations by the Company or (ii) unable to reasonably and effectively carry out his dutiesbecause any reasonable accommodation which may be required would cause the Company undue hardship. In the event of a disagreementconcerning the Executive’s perceived Disability, the Executive shall submit to such examinations as are deemed appropriateby three (3) practicing physicians specializing in the area of the Executive’s Disability, one selected by the Executive,one selected by the Company, and one selected by both such physicians. The majority decision of such three (3) physicians shallbe final and binding on the parties. Nothing in this paragraph is intended to limit the Company’s right to invoke the provisionsof this paragraph with respect to any perceived Disability of the Executive.

 

(c)          Notwithstandingthe foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon the Executive’srequest (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remainin full force and effect, and (iii) if the Executive recovers from any such Disability, at that time, to the extent required byany state or federal family and medical leave law, upon the Executive’s request, he shall be restored to his position hereunderor to an equivalent position, as the Company may determine, and the term of the Executive’s employment hereunder shall bereinstated effective upon such restoration. The Employment Period shall not be extended by reason of such intervening leave ofabsence, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence.Upon the expiration of any such rights, unless the Executive has been restored to a position with the Company, he shall thereuponbe considered terminated.

 

  

8.4           Effectof Termination. Upon termination of thisAgreement for any reason, the Executive shall be entitled to receive: (a) any accrued but unpaid Base Salary and accrued but unusedPTO which shall be paid in accordance with the Company’s customary payroll procedures; (b) reimbursement for unreimbursedbusiness expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’sexpense reimbursement policy; and (c) such employee benefits, if any, as to which the Executive may be entitled under the Company’semployee benefit plans as of the date of termination. In addition, if the Company terminates the Executive’s employment withoutCause pursuant to Section 8.1, the Company shall pay to the Executive severance payments equivalent to the Executive’s BaseSalary in accordance with the Company’s regular payroll procedures for six (6) months following the date of termination (“SeverancePayment”); provided, however,that, as a condition of the Executive’s receipt of Severance Payment, he agrees to execute a release of all claims in favorof the Company, its affiliates and their respective officers and directors in a form reasonably requested and provided by the Companyand to credit to such Severance Payment any and all ordinary course compensatory amounts paid by the Company to the Executive (whichfor clarity shall exclude (i) all employee benefits; (ii) bonuses; (iii) expense reimbursements and/or any other non-compensatorypayments) from the date of notice of Termination Without Cause through the effective date of termination. The Executive acknowledgesthat the payments referred to in this Section 8.4, together with any rights or benefits under any written plan or agreement whichhave vested on or prior to the date of termination of the Executive’s employment, constitute the only payments which theExecutive shall be entitled to receive from the Company hereunder in the event of termination of his employment for any reason,and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

 

9.            CompanyProperty.

 

9.1           Computerand Electronic Systems. Except as authorizedby the Company in furtherance of performing services on its behalf, the Executive will not (a) save, transfer or forward any ofthe Company’s electronically stored information to any storage device of any kind that does not belong to the Company, includingbut not limited to any website, cloud storage, computer or laptop, flash or thumb drive, CD or DVD, or email account, or (b) otherthan in the normal course of business, delete electronically stored information from the Company’s computer or electronicsystems.

 

9.2           Returnof Documents and Property. Upon the terminationof the Executive’s employment with the Company, or at any time upon the request of the Company, the Executive (or his heirsor personal representatives) shall deliver to the Company (a) all documents and materials (including, without limitation, computerfiles) containing Trade Secrets and Confidential Information relating to the business and affairs of the Company or its affiliates,and (b) all documents, materials, equipment and other property (including, without limitation, computer files, computer programs,computer operating systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards) belonging to the Companyor its affiliates, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives).

 

  

10.           NoConflicts. The Executive has representedand hereby represents to the Company and its affiliates that the execution, delivery and performance by the Executive of this Agreementdo not conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a defaultunder any contract, agreement or understanding, whether oral or written, to which the Executive is a party or of which the Executiveis or should be aware and that there are no restrictions, covenants, agreements or limitations on his right or ability to enterinto and perform the terms of this Agreement, and agrees to indemnify and save the Company and its affiliates harmless from anyliability, cost or expense, including attorney’s fees, based upon or arising out of any such restrictions, covenants, agreements,or limitations that may be found to exist. For purposes of this Agreement, “affiliate”shall include any person or entity directly or indirectly controlled by or controlling the Company.

 

11.          Enforcement.The Executive agrees that any breach of the provisions of this Agreement would cause substantial and irreparable harm, not readilyascertainable or compensable in terms of money, to the Company for which remedies at law would be inadequate and that, in additionto any other remedy to which the Company may be entitled at law or in equity, the Company shall be entitled to seek temporary,preliminary and other injunctive relief in the event the Executive violates or threatens to violate the provisions of this Agreement.Nothing herein contained shall be construed as prohibiting the Company from pursuing, in addition, any other remedies availableto the Company for such breach or threatened breach. A waiver by the Company of any breach of any provision hereof shall not operateor be construed as a waiver of a breach of any other provision of this Agreement or of any subsequent breach by the Executive.

 

12.          ObligationsContingent on Performance. The obligationsof the Company hereunder, including its obligation to pay the compensation provided for herein, are contingent upon the Executive’sperformance of the Executive’s duties and obligations hereunder.

 

13.          Successorsand Assigns. This Agreement shall inure tothe benefit of and shall be binding upon (a) the Company, its successors and assigns, and any company with which the Company maymerge or consolidate or to which the Company may sell substantially all of its assets; and (b) the Executive and his executors,administrators, heirs and legal representatives. Since the Executive’s services are personal and unique in nature, the Executivemay not transfer, sell or otherwise assign his rights, obligations or benefits under this Agreement.

 

  

14.          Notices.Any notice required or permitted under this Agreement shall be deemed to have been effectively made or given if in writing andpersonally delivered, or sent properly addressed in a sealed envelope postage prepaid by certified or registered mail, or deliveredby a reputable overnight delivery service to the address set forth in the Annex For Notices attached hereto. A copy of all noticesshall be simultaneously sent via facsimile or e-mail to all recipients of notice. Unless otherwise changed by notice, notice shallbe properly addressed to the Executive if addressed to the address of record set forth in the Annex For Notices. Unless otherwisechanged by notice, notice shall be properly addressed to the Company if addressed to the Company as set forth in the Annex ForNotices attached hereto:

 

15.          Severability.It is expressly understood and agreed that although the Company and the Executive consider the restrictions contained in this Agreementto be reasonable and necessary for the purpose of preserving the goodwill, proprietary rights and going concern value of the Company,if a final determination is made by arbitration or any court having jurisdiction that any provision contained in this Agreementis invalid, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximumtime and territory and to such other extent as such arbitral body or court may determine or indicate to be reasonable. Alternatively,if the arbitral body or court finds that any provision or restriction contained in this Agreement or any remedy provided hereinis unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affectthe enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions ofthis Agreement shall in no respect limit or otherwise affect the Executive’s obligations under any other agreements withthe Company.

 

16.          Construction.This Agreement has been jointly negotiated and drafted by the parties and in the event of any ambiguity no provision herein shallbe construed against any party as the draftsperson. Each reference to “business day” shall mean any day on which theNew York Stock Exchange is open for business.

 

17.         Survival.Notwithstanding anything to the contrary contained herein, if this Agreement is terminated pursuant to Section 8, theprovisions of Sections 4 through 7 and 9 through 21 of this Agreement shall survive and continue in full force and effect,provided, however, any and all rights of the Executive with respect to the terms of compensation and enforcement thereofshall survive and remain fully enforceable.

 

18.          EntireAgreement. This Agreement,along	any attachments	attached hereto, constitutes the entire agreement,and supersedes all prior agreements, of the parties hereto relating to the subject matter hereof, and there are no written ororal terms or representations made by either party other than those contained herein.

 

19.          Modification:Waiver. This Agreement cannot be modified,altered or amended except by a writing signed by both parties. No waiver by either party of any provision or condition of thisAgreement at any time shall be deemed a waiver of such provision or condition at any prior or subsequent time or of any other provisionor condition at the same or any prior or subsequent time.

 

  

20.          GoverningLaw; Arbitration. This Agreement shall begoverned by and construed in accordance with the domestic Laws of the State of New York, without giving effect to any choice oflaw or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the applicationof the Laws of any jurisdiction other than the State of New York. All disputes and controversies arising out of or relating tothis Agreement shall be finally settled and binding under the Commercial Arbitration Rules of the American Arbitration Association(“AAA”) in Atlanta, Georgia, except that matters requiring injunctive relief may be brought directly only in the statecourts in and for Atlanta, Georgia or the federal courts in Atlanta, Georgia. The place of arbitration shall be Atlanta, Georgia.Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any courtof competent jurisdiction. The arbitrator shall power to take interim measures he or she deems necessary, including injunctiverelief and measures for the protection or conservation of property and disposition of perishable goods. Both parties consent tothe application of New York substantive law. Both parties agree not to challenge the validity of this Section 20 on grounds ofbeing void as against public policy.

 

21.          Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but both of which togethershall constitute one and the same instrument. A manual signature on this Agreement or other documents to be delivered pursuantto this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for allpurposes. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executedsignature pages where required, by facsimile, “pdf” or other mode of electronic transmission will constitute effectivedelivery of this Agreement or such other document for all purposes and each such exemplar delivered in such manner shall be anoriginal for all purposes.

 

[SignaturePage Follows]

 

  

INWITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

 

  

**Annexfor Notices**

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**Ifto Romain Gay-Crosier:**

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**RomainGay-Crosier**

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**______________________________**

**______________________________**

**Fax:___________________________**

**E-mail:romain.gaycrosier@gmail.com**

** **

**Ifto the Company:**

CIGWireless Corp.

Attention:Paul McGinn, CEO 

5Concourse Parkway, Suite 3100 

Atlanta,Georgia 30328 

Facsimile:678- 332-5050 

pmcginn@cigwireless.com

 

With a simultaneouscopy to:

 

Wuersch& Gering LLP 

Attention:Travis L. Gering, Esq.

100Wall Street, 10th Floor 

NewYork, New York 10005 

Facsimile:610-819-9104 

travis.gering@wg-law.com