Exhibit 10.1





 


INDEMNIFICATION AND JOINDER AGREEMENT


 


THIS INDEMNIFICATION
AND JOINDER AGREEMENT (this “Agreement”), dated as of March 20, 2015, is made and entered into by and among
Vertical Bridge Acquisitions, LLC, a Delaware limited liability company (“Parent”), Vertical Steel Merger Sub
Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CiG Wireless Corp., a Nevada
corporation (the “Company”), Fir Tree Capital Opportunity (LN) Master Fund, L.P. (“Holder LP”),
Fir Tree REF III Tower LLC (“Holder LLC”, and together with Holder LP, the “Series A Holders”),
and, solely for the purposes set forth in Section 3.2 and ARTICLES V and VII, Vertical Bridge Holdco, LLC,
a Delaware limited liability company (“Holdco”). Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS:


 


WHEREAS, Parent,
Merger Sub, and the Company have entered into an Agreement and Plan of Merger, of even date herewith (as amended, restated or supplemented
from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company,
with the Company surviving as a Subsidiary of Parent (the “Merger”);


 


WHEREAS, Parent,
Merger Sub, the Series A Holders and the Company are entering into this Agreement in connection with, and as contemplated by, the
Merger Agreement;


 


WHEREAS, the
Series A Holders will receive financial benefit in connection with the consummation of the Merger, and are entering into this Agreement
as a condition to Parent and Merger Sub entering into the Merger Agreement; and


 


WHEREAS, the
parties hereto have agreed that, except for Sections 2.02, 7.02, 7.03, 8.01(c) or 8.06(d) of the Merger Agreement, the sole and
exclusive remedy for all damages for any matter relating in any way to the Merger or arising under the Merger Agreement or any
Ancillary Document shall be the rights to indemnification set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I

Definitions 


 


Section 1.1
For purposes of this Agreement:


 


“Appraisal
Rights Actions” means any or all Actions by any shareholder of the Company exercising statutory appraisal rights in connection
with the Merger.


 


“Covered
Claims” means any Action brought by or on behalf of any holder of Company Capital Stock (including any derivative action
brought in the name of the Company): (a) against the Company, the Series A Holders and/or their controlling Persons (including
their respective officers, directors and other Representatives) in connection with the approval or execution of, performance under,
or consummation of the transactions contemplated by, the Merger Agreement or this Agreement, or the Series A Holders’ investment
in the Company, in each case, including, without limitation, for breaches of fiduciary duties; or (b) against Parent, Merger
Sub and/or their controlling Persons (including their respective officers, directors and other Representatives) in connection with
the Company’s, the Series A Holders’, Parent’s, Merger Sub’s and/or their controlling Persons’ (including
their respective officers, directors and other Representatives) approval or execution of, performance under, or consummation of
the transactions contemplated by, the Merger Agreement or this Agreement or any other matter covered by clause (a) above, but excluding
for all purposes any Appraisal Rights Actions. 


 






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“Fundamental
Representations” means (i) with respect to the Company, the representations and warranties contained in Section
3.01, Section 3.02(a) and (b), Section 3.03, Section 3.26 and Section 3.27 of the Merger Agreement, (ii) with respect to the Series
A Holders, the representations and warranties contained in Sections 4.1, 4.2, 4.4 and 4.6 of this Agreement,
(iii) with respect to Parent and Merger Sub, the representations and warranties contained in Sections 4.01, 4.02 and 4.05 of the
Merger Agreement and (iv) with respect to Holdco, the representations and warranties contained in Sections 5.1, 5.2
and 5.5 of this Agreement.


 


“Losses”
means losses, liabilities, claims, demands, judgments, damages, fines, payments, penalties, awards (whether paid in settlement
or pursuant to judgment), suits, Actions, and reasonable and documented costs and expenses (including
advancement thereof); provided, however, that “Losses” shall exclude any punitive or exemplary damages,
whether or not known, unknown, or notice of which has been given before or after the fact) (in each case, unless any such Losses
are awarded or paid to a Third Party); provided, further, that “Losses” shall include “Taxes”
with respect to claims for indemnification pursuant to (i) Section 2.2(b) with respect to Section 5.01(j) of the Merger
Agreement and (ii) Section 2.2(e).


 


“Indemnification
Effective Date” means: (i) with respect to claims for indemnification arising under Section 2.2(c), the date of
this Agreement; and (ii) with respect to claims for indemnification arising under Sections 2.2(a), 2.2(b), 2.2(d),
2.2(e), 2.3(a) or 2.3(b), the Closing Date.


 


“Parent
Representatives” means Marc Ganzi, Alex Gellman, Bernard Borghei, Mike Belski, Dan Marinberg, Mark Serinowski, Suzanne
Docobo and Robert Paige.


 


“Surviving
Corporation” shall have the meaning ascribed thereto in the Merger Agreement; however, for purposes of this Agreement
and the avoidance of doubt, the Company shall not be deemed the Surviving Corporation until after the Effective Time of the Merger
and, therefore, shall not be entitled to any indemnification hereunder as the Surviving Corporation until after the Effective Time
of the Merger.  After the Effective Time with respect to indemnification for any material violation or breach of a covenant,
obligation or agreement of the Company pursuant to Section 2.2(b), the Company shall only be treated as the Surviving Corporation
and entitled to indemnification with respect to material violations or breaches of Sections 5.01, 5.02, 5.04, 5.09, 5.12, 5.14
and 5.15 of the Merger Agreement.


 


“Transfer”
means any direct or indirect sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition (whether voluntarily
or involuntarily) of any Company Capital Stock (or any interest (pecuniary or otherwise) therein or rights thereto). In the event
that any Series A Holder that is a partnership, limited liability company or other legal entity ceases to be controlled by any
Person directly or indirectly controlling such Series A Holder, such event shall be deemed to constitute a “Transfer”
subject to the restrictions on Transfer contained or referenced herein.


 






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ARTICLE II


INDEMNIFICATION


 


Section 2.1Survival
of Representations and Warranties. The representations, warranties, covenants, obligations and other agreements contained in
the Merger Agreement shall survive the Closing as provided in Section 8.01 of the Merger Agreement.


 


Section 2.2Indemnification
by the Series A Holders. As an integral term of the Merger Agreement, effective as of the applicable Indemnification Effective
Date, subject to the limitations set forth in Section 2.5, the Series A Holders, jointly and severally, shall defend,
indemnify and hold Parent and Merger Sub, and, following the Effective Time, the Surviving Corporation, and each of their respective
Affiliates and the directors, officers, managers, members, stockholders, employees and Representatives of Parent and Merger Sub
and, following the Effective Time, the Surviving Corporation (each, a “Parent Indemnified Party” and collectively,
the “Parent Indemnified Parties”) harmless from and against all Losses that they may suffer, sustain or incur
or become subject to, whether prior to, on, or after the Closing Date, arising out of, based upon or in connection with:


 


(a)any breach of
a representation or warranty contained in Article III of the Merger Agreement (other than Section 3.12 of the Merger Agreement),
in ARTICLE IV of this Agreement or in the officer’s certificates delivered pursuant to Section 6.02(a) or (b) of the
Merger Agreement, it being understood that when calculating any such Loss in respect thereof (but not for purposes of determining
breach), all qualification or limitations as to “materiality” or “Material Adverse Effect” and words of
similar import set forth therein shall be disregarded;


 


(b)any material violation
or breach of a covenant, obligation or agreement of the Company or the Series A Holders contained in the Merger Agreement or this
Agreement;


 


(c)any Covered Claim;


 


(d)any Appraisal
Rights Action; and


 


(e)(i) any and all
liability for Taxes with respect to any taxable period of the Company (or any predecessors) for all taxable periods ending on or
before the Closing Date and for any Straddle Period to the extent allocable (as provided in Section 5.11 of the Merger Agreement),
to the portion of such period ending on the Closing Date; (ii) any and all liability of the Parent Indemnified Parties (as a result
of Treasury Regulation §1.1502-6 or otherwise) for Taxes with respect to any taxable period (or portion thereof) ending on
or prior to the Closing Date of any Person (other than the Company) (A) with whom the Company joins or has ever joined (or is or
has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return prior to the Closing Date
or (B) imposed on the Company, as a transferee or successor, by Contract or otherwise, which Taxes relate to an event or transaction
occurring before the Closing Date; and (iii) any payments required to be made after the Closing Date under any Tax allocation,
Tax indemnity or Tax sharing agreement or similar Contract or arrangement to which the Company was obligated, bound by or was a
party on or prior to the Closing Date; provided, however, that the Series A Holders shall have no obligation to indemnify
the Parent Indemnified Parties against any adverse consequences consisting of, or relating to, (1) property Taxes or (2) Taxes
resulting from (x) a Code Section 338 election with respect to the purchase of the Company’s stock pursuant to the Merger
Agreement, (y) any breach by a Parent Indemnified Party of Section 5.11(g) of the Merger Agreement or (z) any transactions occurring
on the Closing Date after the Closing outside the ordinary course of business (other than any transaction contemplated by the Merger
Agreement or any Ancillary Document); provided, however, that in the case of clauses (i), (ii) and (iii) above, the
Series A Holders shall not be liable for any Tax reserved for on the face of the final and binding Closing Adjustment Statement
(or in any notes thereto) and taken into account in determining the Final Merger Consideration.


 






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Section 2.3Indemnification
by Parent. As an integral term of the Merger Agreement, effective as of the applicable Indemnification Effective Date, subject
to the limitations set forth in Section 2.5 below, Parent shall defend, indemnify and hold the Series A Holders and
each of their respective Affiliates and their respective directors, officers, managers, members, stockholders, partners, investors
and employees of the Series A Holders and each of their respective Affiliates (each, a “Holder Indemnified Party”
and collectively, the “Holder Indemnified Parties”) harmless from and against all Losses that they may suffer,
sustain or incur or become subject to arising out of, based upon or in connection with any of the following:


 


(a)any breach of
a representation or warranty contained in Article IV of the Merger Agreement, in the officer’s certificate delivered pursuant
to Section 6.03(a) or (b) of the Merger Agreement or in ARTICLE V of this Agreement, it being understood that when calculating
any such Loss in respect thereof (but not for the purposes of determining breach), all qualification or limitations as to “materiality”
or “Material Adverse Effect” and words of similar import set forth therein shall be disregarded; and


 


(b)any material violation
or breach of a covenant, obligation or agreement of Parent or Merger Sub contained in the Merger Agreement or this Agreement.


 


Section 2.4Claims
Procedures.


 


(a)Except for Tax
Claims, which are governed by Section 5.11 of the Merger Agreement, in the case of any claim for indemnification arising from a
claim or the commencement of any Action by a third party (a “Third Party Claim”), a Person entitled to indemnification
under this ARTICLE II (an “Indemnified Party”) shall give prompt written notice to the Person(s) obligated
to provide indemnification under this ARTICLE II with respect to such Third Party Claim (an “Indemnifying Party”)
of such Third Party Claim to which it may request indemnification under this ARTICLE II (a “Third Party Claim Notice”);
provided, however, that failure to give such Third Party Claim Notice shall not affect the indemnification provided
by the Indemnifying Party hereunder except to the extent the Indemnifying Party shall have been prejudiced in its defense of such
claim as a result of such failure. The Third Party Claim Notice shall state in reasonable detail the facts and circumstances of
the Third Party Claim, including the nature, basis and amount of such claim and the sections of the Merger Agreement and/or this
Agreement that entitle the Indemnified Party to indemnification under this ARTICLE II, and shall be accompanied by copies
of all documents, correspondence and other materials received in respect of such Third Party Claim and, in the case of any expense
reimbursement or advancement, shall include therewith documentation, reasonably satisfactory to the Indemnifying Party, evidencing
the incurrence, amount and nature of the Losses for which payment is being sought. The Indemnified Party shall, on an ongoing basis,
promptly after receipt thereof, provide to the Indemnifying Party copies of all documents, correspondence and other materials received
in connection with any Third Party Claim and shall not engage in any communications or correspondence (whether written, oral or
otherwise) with any Third Party with respect to such Third Party Claim without (i) the prior written consent of the Indemnifying
Parties or (ii) the concurrent participation by the Indemnifying Parties (whether telephonic, in-person or otherwise).


 






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(b)Except for Tax
Claims, which are governed by Section 5.11 of the Merger Agreement and any Third Party Claim regarding an Appraisal Rights Action
(an “Appraisal Rights Claim”), which is governed by Section 2.4(c), with respect to any such Third Party
Claim, the Indemnifying Party shall have the right to defend and to direct the defense, negotiation and settlement (in its or their
sole and absolute discretion) of any such Third Party Claim, in its/their, as the case may be, name or in the name of the Indemnified
Party, as the case may be, at the expense of the Indemnifying Party (subject to the limitations set forth in Section 2.5),
and with counsel selected by the Indemnifying Party by notifying the Indemnified Party within thirty (30) days after receipt by
the Indemnifying Party of a Third Party Claim Notice. If the Indemnifying Party does not assume control of the defense of such
Third Party Claim within thirty (30) days after the receipt by the Indemnifying Party of the Third Party Claim Notice required
pursuant to Section 2.4(a), the Indemnified Party shall have the right to defend such claim in such manner as it may deem
appropriate. Notwithstanding anything in this Agreement to the contrary, if the Indemnified Party is in control of the defense
of such Third Party Claim, it shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep
the Indemnifying Party fully informed, in the defense of such Third Party Claim. If the Indemnifying Party is in control of the
defense of such Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense
of such Third Party Claim and have the right to participate in the defense of any Third Party Claim with counsel employed at its
own expense (provided that any such expenses so incurred by or on behalf of the Parent Indemnified Parties shall not constitute
indemnifiable Losses for purposes of this ARTICLE II); provided, however, that in the case of any Third Party
Claim as to which (x) the Indemnified Party shall have reasonably concluded that there is an actual or potential conflict of interest
between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such Third Party Claim, (y) there are
one or more legal defenses available to the Indemnified Party that are different from or additional to those available to any Indemnifying
Party or (z) the Indemnifying Party shall not have employed counsel to assume the defense of such Third Party Claim within
the thirty (30) day period described above, the reasonable fees and disbursements of such Indemnified Party’s counsel (but
only a single law firm plus one local counsel per jurisdiction) shall be at the expense of the Indemnifying Party. The Indemnifying
Party shall have no indemnification obligations with respect to any Third Party Claim which shall be settled by the Indemnified
Party without the prior written consent of the Indemnifying Party, which consent may be given in the sole and absolute discretion
of the Indemnifying Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may not
settle, compromise, or offer to settle or compromise, or otherwise dispose of any Third Party Claim without the prior written consent
of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement: (i)
either (A) solely involves a monetary payment which is fully paid by the Indemnifying Party or (B) does not, and would not reasonably
be expected to, directly adversely impact the operation of the business by the Indemnified Party other than in a de minimis
fashion; (ii) does not require any admission or acknowledgment of fault or liability by the Indemnified Party; (iii) includes an
unconditional release of the Indemnified Party, to the extent a named party thereto, in respect of such claim and/or results in
a dismissal with prejudice of such claim; and (iv) does not violate or cause the Indemnified Party to violate, any applicable Law.


 






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(c)The Indemnified
Party and the Indemnifying Party shall jointly control the defense, negotiation and settlement of any such Appraisal Rights Claim
and shall cooperate with each other in such defense, negotiation and settlement. Each of the Indemnified Party, on the one hand,
and the Indemnifying Party, on the other hand, will have the right to jointly participate in the defense of the Appraisal Rights
Claim with counsel or local counsel jointly engaged by them; provided, however, that if the Indemnified Party and
Indemnifying Party are unable to agree on a joint counsel or joint local counsel, the Indemnified Party and the Indemnifying Party
may each engage counsel or local counsel of its own choosing until such time as they agree to jointly engage such counsel or local
counsel; provided, further, in the event that the Indemnified Party and the Indemnifying Party are unable to agree
on a joint counsel or joint local counsel within thirty (30) days of such Appraisal Rights Claim having been brought, their respective
counsels shall select a third counsel that the Indemnified Party and the Indemnifying Party shall jointly engage with respect to
such Appraisal Rights Claim. Neither the Indemnified Party nor the Indemnifying Party may settle, compromise or offer to settle
or compromise, or otherwise dispose of any Appraisal Rights Claim without the prior written consent of the other party.


 


(d)In the event that
an Indemnified Party determines that it has a claim for Losses against the Indemnifying Party under this ARTICLE II (other
than as a result of a Third Party Claim) (an “Interparty Claim”), the Indemnified Party shall give prompt written
notice thereof to the Indemnifying Party, specifying the amount of such claim, the sections of the Merger Agreement and this Agreement
under which such claim arises, and any other relevant facts and circumstances relating thereto (an “Interparty Claim Notice”).
The Indemnifying Party shall have forty-five (45) days from the date of receipt of such Interparty Claim Notice to object to any
of the subject matter and any of the amounts of the Losses set forth in the Interparty Claim Notice, as the case may be, by delivering
written notice of objection thereof to the Indemnified Party. If the Indemnifying Party fails to send a notice of objection to
the Interparty Claim Notice within such forty-five (45) day period, the Indemnifying Party shall be deemed to have agreed to the
Interparty Claim Notice and shall be obligated to pay to the Indemnified Party the portion of the amount specified in the Interparty
Claim Notice to which the Indemnifying Party has not objected. If the Indemnifying Party sends a timely notice of objection, Indemnified
Party and the Indemnifying Party shall negotiate in good faith for a thirty (30) day period beginning on the date the Indemnified
Party provides an Interparty Claim Notice hereunder regarding the resolution of any disputed claims for Losses. If no resolution
is reached with regard to such disputed Interparty Claim between the Indemnifying Party and the Indemnified Party within such thirty
(30) day period, the Indemnified Party shall be entitled to seek enforcement of its rights under this ARTICLE II.


 


(e)Promptly (but
in any event, within five (5) Business Days) following a final determination of any Losses claimed by the Indemnified Party by
either (i) a final non-appealable decision, judgment or award rendered by a Governmental Entity of competent jurisdiction, or (ii)
the mutual written agreement of the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall pay such Losses
to the Indemnified Party by wire transfer of readily available funds to an account designated by the Indemnified Party. If there
should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement and the Merger
Agreement, the Indemnifying Party shall pay when due such portion, if any, of the obligation that is not subject to a dispute.


 






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Section 2.5Limitations.


 


(a)Subject to Section
2.8, the indemnification obligations of the Series A Holders under Section 2.2(a), shall not apply to any Losses until
the aggregate amount of all Losses for which indemnification claims that have been asserted pursuant to Section 2.2(a)
exceeds the aggregate amount of Five Hundred Thousand Dollars ($500,000) (the “Threshold Amount”) (with the
determination of whether the Threshold Amount has been reached to include only individual claims or series of related claims which
are greater than Twenty Thousand Dollars ($20,000), such claims being referred to herein as “Qualifying Claims”),
and then, such indemnification obligation shall apply to all such Losses (but only including Qualifying Claims) in excess of the
Threshold Amount, up to but not exceeding Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Cap”).
The limitations on liability set forth in this Section 2.5(a) shall not apply with respect to Losses that are Qualifying
Claims resulting from any breach of the Fundamental Representations.


 


(b)Subject to Section
2.8, the indemnification obligations of Parent under Section 2.3(a), shall not apply to any Losses until the aggregate
amount of all Losses for which indemnification claims that have been asserted pursuant to Section 2.3(a) exceeds the
Threshold Amount (with the determination of whether the Threshold Amount has been reached to include only Qualifying Claims), and
then, such indemnification obligation shall apply to all such Losses (but only including Qualifying Claims) in excess of the Threshold
Amount, up to but not exceeding the Cap. The limitations on liability set forth in this Section 2.5(b) shall not apply
with respect to Losses that are Qualifying Claims resulting from any breach of the Fundamental Representations.


 


(c)Any claims for
Losses under Section 2.2(a) or Section 2.3(a) must be submitted in accordance with Section 2.4 and before
11:59 P.M., New York, New York time, on or prior to the date the applicable survival period under Section 8.01(a) of the Merger
Agreement for such representation or warranty expires, in which case the applicable representation or warranty shall be deemed
to survive solely in respect of such claim(s) until finally resolved pursuant hereto. In the event a claim for Losses is not given
on or prior to the date the survival period for such representation or warranty expires, then such claim for Losses will be irrevocably
released and/or waived.


 


(d)Notwithstanding
any provision herein to the contrary, the indemnification obligations of the Series A Holders under Section 2.2(c) to the
Parent Indemnified Parties (other than the Surviving Corporation and its directors, officers, managers, members, stockholders,
employees and Representatives) shall not exceed One Million Dollars ($1,000,000) in the aggregate (the “Covered Claims
Cap”). In the event that prior to the Effective Time, the Series A Holders have paid to or on behalf of the Parent
Indemnified Parties (other than the Surviving Corporation and its directors, officers, managers, members, stockholders, employees
and Representatives) Losses under Section 2.2(c) in an amount at least equal to the Covered Claims Cap, in the aggregate,
then the Series A Holders, on the one hand, and Parent, on the other hand, in their individual sole and absolute discretion, may
mutually agree that the Series A Holders will continue to provide indemnification pursuant to Section 2.2(c) for some or
all of such additional Losses and, if the Series A Holders and Parent cannot reach a mutual written agreement with respect to such
additional indemnification at any time after the Covered Claims Cap is reached, the Series A Holders, on the one hand, or Parent,
on the other hand shall have the right to terminate the Merger Agreement (in their sole and absolute discretion) as contemplated
by Section 7.01(c)(iv) or 7.01(d)(iv) thereof, as applicable, which shall thereupon extinguish all liability under Section 2.2(c)
for Covered Claims in excess of the Covered Claims Cap (as such cap may be increased pursuant to this paragraph).


 






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(e)Notwithstanding
any provision herein to the contrary, the indemnification obligations of the Series A Holders under Section 2.2(d) shall
apply to one hundred percent (100%) of the first Two Hundred and Fifty Thousand Dollars ($250,000) of Losses relating solely to
defense costs (including, without limitation, attorneys’ and experts’ fees, costs and expenses), and thereafter, shall
only apply to fifty percent (50%) of any and all Losses relating to any Appraisal Rights Action, with the Surviving Corporation
bearing directly the other fifty percent (50%) thereof.


 


(f)Except as set
forth in Section 2.5(h) below, the right to indemnification, reimbursement or other remedy based upon any representations,
warranties, covenants and obligations or otherwise set forth in this Agreement shall not be affected by any investigation conducted
with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and
delivery of the Merger Agreement or this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation,
warranty, covenant or obligation.


 


(g)In the event that
Parent and Merger Sub or the Company, with the consent of the Series A holders, or the Series A Holders acting alone, as applicable,
waives the satisfaction of any condition contained in Sections 6.02(a), 6.02(b), 6.03(a) or 6.03(b) of the Merger Agreement, as
applicable, based upon the accuracy of any representation or warranty, or upon the performance of or compliance with any covenant
or obligation, no Parent Indemnified Party (if such condition is waived by Parent and Merger Sub) or Holder Indemnified Party (if
such condition is waived by the Company, with the consent of the Series A Holders, or the Series A Holders acting alone) shall
have any right under this Agreement to indemnification, reimbursement or any other remedy based upon such inaccuracy of such representation
or warranty, or such non-performance or non-compliance with such covenant or obligation; provided, however, that
the foregoing shall not apply with respect to any waiver of any inaccuracy of any representation or warranty, or any non-performance
or non-compliance with any covenant or obligation that was the result of gross negligence or intentional breach.


 


(h)Neither a Parent
Indemnified Party nor a Holder Indemnified Party shall be entitled to indemnification pursuant to Section 2.2(a) or 2.2(b)
or Section 2.3(a) or 2.3(b) with respect to any matter of which any of the Parent Representatives or the Series A
Holders, respectively, had actual knowledge as of the execution and delivery of the Merger Agreement.


 


(i)The insurance
proceeds paid or payable in connection with any Casualty Loss shall reduce, dollar for dollar, any amount recoverable by any Parent
Indemnified Party under this Agreement in respect of such Casualty Loss.


 


(j)The Indemnified
Parties shall use commercially reasonable efforts to mitigate all indemnifiable Losses by seeking all available coverage under
their respective insurance policies with respect to all Third Party Claims and Interparty Claims. All parties to this Agreement
understand and agree that any indemnification obligations required by this Agreement only provide excess protection over and above
any and all insurance proceeds actually recovered for Third Party Claims or Interparty Claims. Payments by the Indemnifying Party
pursuant to this ARTICLE II shall be limited to the amount of any Loss that remains after deducting therefrom any insurance
proceeds and any indemnity, contribution or other similar payment which any Indemnified Party actually recovers from any third
party with respect thereto, net of any reasonable expenses (including increases in the next annual premiums attributable to such
claims) incurred by such Indemnified Parties in collecting such insurance proceeds or any indemnity, contribution or other similar
payment. For the avoidance of doubt, the Indemnifying Party shall pay any Losses to the Indemnified Party(ies) as required by this
Agreement while any available insurance recovery is being sought under the applicable insurance policies. If an Indemnified Party
receives such insurance proceeds or indemnity, contribution or other similar payment in respect of a Loss for which the Indemnifying
Party has already reimbursed the Indemnified Party pursuant to Section 2.2 or 2.3, the Indemnified Party shall
refund to the Indemnifying Party the amount of such proceeds actually received with respect thereto, net of any reasonable expenses
(including increases in the next annual premiums attributable to such claims) incurred by such Indemnified Parties in collecting
such insurance proceeds or any indemnity, contribution or other similar payment. The amount of Losses recoverable by Indemnified
Parties pursuant to this ARTICLE II shall be net of any Tax benefit to the Indemnified Parties actually realized as a result
of incurring the Losses to the extent such Tax benefit is actually realized in the taxable year in which the Losses arose or in
the next succeeding taxable year. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually
realized” a Tax benefit to the extent that the Indemnified Party files an applicable income Tax Return that shows a reduced
amount of Taxes payable as compared to the amount of Taxes that such Indemnified Party would be required to pay but for the incurrence
of the indemnifiable Loss.


 






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(k)An Indemnified
Party shall not be entitled to recover for the same Loss to the extent another Indemnified Party has previously recovered for such
Loss. For the avoidance of doubt, the preceding sentence shall not preclude an Indemnified Party from being entitled to recover
any portion of a Loss that has not been previously recovered.


 


Section 2.6Effect
on Merger Consideration. All indemnification, reimbursement payments and other payments made pursuant to ARTICLE II
of this Agreement subsequent to the date of this Agreement, as applicable, will be treated as an adjustment to the Merger Consideration
with respect to income Taxes unless otherwise required by Law.


 


Section 2.7Sole
and Exclusive Remedy for Damages; Other Rights and Remedies. Except for Sections 2.02, 7.02, 7.03, 8.01(c) and 8.06(d) of the
Merger Agreement, the parties agree that the sole and exclusive remedy for damages for any matter relating in any way to the Merger
or arising under the Merger Agreement or any Ancillary Document shall be the rights to indemnification set forth in this ARTICLE
II. The indemnification rights of the Indemnified Parties under Section 2.2(c) are independent of and in addition to
such rights and remedies as the parties may have under Sections 7.02, 7.03, 8.01(c) and 8.06(d) of the Merger Agreement for failure
to consummate the Merger pursuant to the Merger Agreement on the part of any party hereto, including the right to seek specific
performance, rescission or restitution, none of which rights or remedies shall be affected or diminished hereby. For the avoidance
of doubt, this ARTICLE II is the sole and exclusive remedy for any damages relating to the performance or non-performance
by the Series A Holders of their obligations under the Merger Agreement, to which they joined as a party under ARTICLE III.


 


Section 2.8Fraud.
Notwithstanding anything to the contrary in this Agreement, the limitations and thresholds and other provisions set forth in this
ARTICLE II shall not apply with respect to fraud.


 






    	-9-



    	 



    

 


Section 2.9Holdback
Amount. The parties hereto expressly acknowledge and agree that any and all payments required to be made by the Series A Holders
with respect to their indemnification obligations pursuant to Section 2.2 shall be automatically reduced by an amount equal
to the aggregate amount of all Holdback Charges (as defined in the Company’s 2015 Incentive Bonus Plan, adopted by the Company
Board on March 20, 2015 (the “2015 Incentive Bonus Plan”), and calculated in accordance with any award agreement
thereunder (the “2015 Incentive Bonus Plan Award Agreements”)) for all current or former Participants (as defined
in the 2015 Incentive Bonus Plan) with respect to the applicable claim for Losses (the “Aggregate Holdback Charge”)
and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party such Aggregate Holdback Charge (or
retain such amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, however, that
if the aggregate amount of the remaining Holdback Amounts (as defined in (and calculated in accordance with) the 2015 Incentive
Bonus Plan, as modified in any 2015 Incentive Bonus Plan Award Agreement) for all current or former Participants (the “Aggregate
Holdback Remaining Amount”) is less than that percentage of the Losses for any applicable claim pursuant to Section
2.2 equal to the sum of all then-applicable Applicable Percentages (as defined in the 2015 Incentive Bonus Plan) under all
of the 2015 Incentive Bonus Plan Award Agreements, the payment required to be made by the Series A Holders with respect to such
applicable claim pursuant to Section 2.2 shall instead be reduced by the Aggregate Holdback Remaining Amount and the Surviving
Corporation shall promptly pay to the applicable Parent Indemnified Party the Aggregate Holdback Remaining Amount (or retain such
amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, further, in no event shall
a current or former Participant’s Holdback Amount be reduced below zero (0). Upon the reduction of any payment required to
be made by the Series A Holders with respect to their indemnification obligations pursuant to Section 2.2 by the Aggregate
Holdback Remaining Amount, pursuant to the second preceding proviso, then the indemnification obligations of the Series A Holders
pursuant to Section 2.2 shall no longer in any way be reduced in accordance with this Section 2.9.


 


ARTICLE III

JoinderS to the Merger Agreement


 


Section 3.1Joinder
of the Series A Holders. Each Series A Holder hereby acknowledges and agrees that it is a “Series A Holder” as
such term is defined in the Merger Agreement and, accordingly, agrees to become a party to, be bound by, and observe and comply
with, as if such Series A Holder were a direct signatory thereto, all of the terms, provisions, conditions, covenants, obligations,
liabilities and undertakings of the Merger Agreement, in each case solely to the extent directly and expressly applicable to a
Series A Holder; provided, however, that except for the Company Required Vote to be provided by the initial delivery
of the Written Consent, nothing herein shall require any Series A Holder to exercise its voting rights to cause the Company to
take or not take any action.


 


Section 3.2Joinder
of Holdco. Holdco hereby agrees to become a party to, be bound by, and observe and comply with, as if Holdco were a direct
signatory thereto, all of the terms, provisions, conditions, covenants, obligations, liabilities and undertakings of the Merger
Agreement applicable to Holdco in (and only in) Sections 2.02, 2.03, 5.05(f), 8.01 and 8.06(d) and Article VII thereof.


 






    	-10-



    	 



    

 


ARTICLE IV

Representations AND WARRANTIES OF THE SERIES A HOLDERS


 


Except as set forth
in the schedules delivered by the Series A Holders to the Company and Parent concurrently with the execution of this Agreement
(the “Schedules”), each Series A Holder hereby represents and warrants to Parent and Merger Sub as follows:


 


Section 4.1Corporate
Organization. Holder LLC is a limited liability company duly organized, validly existing and in good standing under the laws
of the State of Delaware. Holder LP is an exempted limited partnership duly organized, validly existing and in good standing under
the laws of the Cayman Islands. Each Series A Holder has the requisite power and authority to carry on its business as it is now
being conducted. Each Series A Holder is duly qualified or licensed and in good standing to do business (where such concept is
recognized under applicable Law) in each jurisdiction where such qualification or licensing is necessary, except for such failures
to be so qualified or licensed and in good standing that, individually or in the aggregate, would not reasonably be expected to
materially delay or materially impair the ability of the Series A Holders to consummate the transactions contemplated by the Merger
Agreement or to perform their obligations under the Merger Agreement or this Agreement.


 


Section 4.2Authorization.
Each Series A Holder has all necessary power and authority to execute and deliver this Agreement and the Ancillary Documents to
which it is party, to perform its respective obligations hereunder, thereunder and under the Merger Agreement and to consummate
the Merger and other transactions contemplated by this Agreement, the Merger Agreement, and such Ancillary Documents. The execution,
delivery and performance by each Series A Holder of this Agreement and the Ancillary Documents to which each is a party, and the
consummation by each of them of the Merger and the other transactions contemplated hereby and thereby, have been duly authorized
by all necessary limited liability company or corporate action on the part of each Series A Holder, and no other corporate proceedings,
and no other votes or approvals of any class of capital stock of each Series A Holder, are necessary to authorize this Agreement
or the Ancillary Documents or to consummate the Merger or the other transactions contemplated hereby or thereby. This Agreement
and the Ancillary Documents to which the Series A Holders are party have been duly executed and delivered by each Series A Holder
and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute a legal, valid
and binding obligation of such Series A Holder, enforceable against each Series A Holder in accordance with their respective terms,
subject, as to enforceability, to the Bankruptcy and Equity Exception.


 


Section 4.3No
Conflicts or Consents. The execution and delivery by the Series A Holders of this Agreement and the Ancillary Documents to
which the Series A Holders are party do not, and the performance of this Agreement, the Merger Agreement and such Ancillary Documents
by such Series A Holders and the consummation of the transactions contemplated hereby and thereby will not: (i) conflict with or
violate the certificate of incorporation, bylaws, partnership agreement, operating agreement, or other organizational documents
of such Series A Holders, or (ii) conflict with or violate any Law or Order applicable to any of the Series A Holders or their
respective properties or assets in any material respect, (iii) result in the creation or imposition of any Lien upon the Series
A Holders, any of their respective properties, assets or stock, or (iv) result in any breach of or constitute a default (or an
event which with notice or lapse of time or both would become a default) under, result in the loss of a benefit under or give to
others any right of termination, amendment, acceleration, increased payment or cancellation of any material Contract to which any
of the Series A Holders is a party, except in the case of clauses (iii) and (iv), for such breaches or defaults which, individually
or in the aggregate, would not reasonably be expected to prevent or materially impede the ability of the Series A Holders to consummate
the transaction contemplated by this Agreement or the Merger Agreement or to perform their obligations under this Agreement or
the Merger Agreement. The execution and delivery by the Series A Holders of this Agreement and the Ancillary Documents to which
the Series A Holders are party do not, and the performance of this Agreement, the Merger Agreement and such Ancillary Documents
to which they are a party and the consummation of the Merger and the other transactions contemplated hereby and thereby by the
Series A Holders will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental
Entity.


 






    	-11-



    	 



    

 


Section 4.4Ownership
of Company Capital Stock. Each Series A Holder holds beneficially and of record (free and clear of any Liens) the number of
shares of Company Capital Stock set forth opposite such Series A Holder’s name on Schedule 4.4(a), and no other shares
of any class or series of Company Capital Stock. Except as set forth on Schedule 4.4(b) and in the Charter Documents, there
are no voting trusts, control agreements, shareholder agreements, commitments, undertakings, understandings, proxies or other restrictions
to which such either Series A Holder is a party which directly or indirectly restrict or limit in any manner, or otherwise relate
to, the voting, sale or other disposition of any share of Company Capital Stock held by the Series A Holders.


 


Section 4.5Information
Supplied.  None of the information supplied or to be supplied by either Series A Holder in writing for inclusion
or incorporation by reference in the Information Statement or any other filings required under the Securities Laws relating to
the Merger will, at the time such documents are filed with the SEC, at any time such documents are amended or supplemented or at
the time such documents are first published, sent or given to the holders of Company Capital Stock, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation
or warranty is made by the Series A Holders with respect to statements made or incorporated by reference therein based on information
supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein.


 


Section 4.6Brokers.  No
broker, finder or investment banker is entitled to any broker’s, finder’s or financial advisor’s fee or commission
in connection with the transactions contemplated in the Merger Agreement based upon arrangements made by or on behalf of the Series
A Holders.


 


Section 4.7Litigation.
As of the date of this Agreement, there are no Actions pending or, to the knowledge of the Series A Holders, threatened against
the Series A Holders or any Order imposed or binding upon the Series A Holders, in each case, by or before any Governmental Entity,
that (a) would reasonably be expected to impair in any material respect the ability of the Series A Holders to perform their obligations
under the Merger Agreement or this Agreement or (b) seeks to enjoin, or would reasonably be likely to have the effect of preventing,
making illegal or otherwise interfering with, the Merger or any other transactions contemplated by the Merger Agreement or this
Agreement, except for those that, individually or in the aggregate, would not reasonably be expected to impair in any material
respect the ability of the Series A Holders to perform their obligations under the Merger Agreement or this Agreement, or prevent
or materially delay the consummation of the transactions contemplated by the Merger Agreement or this Agreement.


 






    	-12-



    	 



    

 


ARTICLE V


REPRESENTATIONS AND
WARRANTIES OF HOLDCO


 


Holdco hereby represents
and warrants to the Company and the Series A Holders as follows:


 


Section 5.1Corporate
Organization. Holdco is a limited liability company duly organized, validly existing and in good standing under the laws of
the State of Delaware. Holdco has the requisite power and authority to carry on its business as it is now being conducted. Holdco
is duly qualified or licensed and in good standing to do business (where such concept is recognized under applicable Law) in each
jurisdiction where such qualification or licensing is necessary, except for such failures to be so qualified or licensed and in
good standing that, individually or in the aggregate, would not reasonably be expected to materially delay or materially impair
the ability of Holdco to perform its obligations under this Agreement.


 


Section 5.2Authorization.
Holdco has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The
execution, delivery and performance by Holdco of this Agreement has been duly authorized by all necessary limited liability company
action on the part of Holdco, and no other company proceedings, and no other votes or approvals of any class of interests of Holdco,
are necessary to authorize this Agreement or the performance of Holdco’s obligations hereunder. This Agreement has been duly
executed and delivered by Holdco and, assuming the due authorization, execution and delivery by the other parties, constitutes
a legal, valid and binding obligation of Holdco, enforceable against Holdco in accordance with its terms, subject, as to enforceability,
to the Bankruptcy and Equity Exception.


 


Section 5.3No
Conflicts or Consents. The execution, delivery and performance by Holdco of this Agreement, does not and will not (a) conflict
with or violate the operating agreement or other organizational documents of Holdco, (b) conflict with or violate any Law or Order
applicable to Holdco or any of its properties, assets or membership interests, (c) result in the creation or imposition of any
Lien upon any of the properties, assets or membership interests of Holdco, or (d) require any approval or consent of any Person
under any Contract to which Holdco is a party or result in any breach of or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, result in the loss of a benefit under or give to others any right of termination,
amendment, acceleration, increased payment or cancellation of any material Contract to which Holdco is a party, except in the case
of clauses (c) and (d), for such breaches or defaults which, individually or in the aggregate, would not reasonably be expected
to materially delay or materially impair the ability of Holdco to perform its obligations under this Agreement.


 


Section 5.4Litigation.
As of the date of this Agreement, there are no Actions pending or, to the knowledge of Holdco, threatened against Holdco or any
Order imposed or binding upon Holdco, in each case, by or before any Governmental Entity, that would reasonably be expected to
impair in any material respect the ability of Holdco to perform its obligations under this Agreement.


 


Section 5.5Brokers.
No broker, finder or investment banker is entitled to any broker’s, finder’s or financial advisor’s fee or commission
in connection with the transactions contemplated in the Merger Agreement based upon arrangements made by or on behalf of Holdco.


 






    	-13-



    	 



    

 


ARTICLE VI

OTHER AGREEMENTS


 


Section 6.1No
Transfers. From the date of this Agreement until the earlier of (a) the Effective Time and (b) the date on which the Merger
Agreement is terminated in accordance with its terms, each Series A Holder hereby agrees that such Series A Holder shall not Transfer
or agree in writing to Transfer any Company Capital Stock except to an Affiliate thereof; provided, however, such
Affiliate shall agree in writing delivered and reasonably acceptable to Parent to be bound by this Agreement and the Merger Agreement
as a “Series A Holder”; provided, further, any such Transfer shall not relieve such transferring Series
A Holder of such Series A Holder’s obligations under the Merger Agreement or this Agreement. If an “Event of Default”
(as defined in the Series A Certificate of Designation) occurs, each Series A Holder hereby agrees that it shall not exercise its
rights pursuant to Section 11(a) of the Series A Certificate of Designation.


 


Section 6.2Written
Consent. Within twenty-four (24) hours after the execution and delivery hereof, the Series A Holders will deliver (by PDF,
facsimile or similar electronic transmission) to the Company, with a copy to Parent and Merger Sub, the executed Written Consent.


 


Section 6.3No
Other Consideration. In consideration of the premises contained in the Merger Agreement and this Agreement, the consideration
to be received by each Series A Holder pursuant to the Merger Agreement, and in consideration of and as an inducement to Parent
to consummate the transactions contemplated by the Merger Agreement, each Series A Holder, on behalf of itself and its Affiliates,
effective upon receipt by the Series A Holders of the payments set forth in Section 2.01(b) of the Merger Agreement (as may be
adjusted pursuant to Section 2.02 of the Merger Agreement), hereby waives any claim that such Series A Holder is entitled to any
payment or consideration in exchange for its Company Capital Stock, whether pursuant to the Charter Documents, any Contract or
any other agreement or understanding, other than payments set forth in Section 2.01(b) and 2.02 of the Merger Agreement, or any
rights of indemnification under this Agreement, all of which shall survive.


 


Section 6.4Update
of Schedule 4.4(a). The Series A Holders may update Schedule 4.4(a) prior to the Closing to reflect (i) any issuance
of shares of Series A Preferred Stock pursuant to Sections 3(d), 3(e) and/or 4(a) of the Series A Certificate of Designation or
any financing permitted pursuant to Section 5.01 of the Merger Agreement and (ii) any Transfer permitted by Section 6.1
hereof, in each case, solely to the extent such issuance or Transfer occurs following the date of this Agreement.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.1Effectiveness;
Termination. This Agreement shall be effective immediately upon the execution hereof by the parties hereto; provided,
however, this Agreement shall terminate immediately, and without further notice, action or deed, upon the termination of
the Merger Agreement in accordance with its terms, in which case, this Agreement shall be null, void and of no further force or
effect, other than with respect to Surviving Claims (as defined below) and only until such Surviving Claims have been fully paid
or otherwise settled. Upon such termination, no party hereto shall have any further obligations to make any payments hereunder,
whether for past, pending or future claims; provided, however, that (a) any payment obligations which have been asserted
prior to termination of the Merger Agreement and (b) any claim for indemnification pursuant to Section 2.2(c) for Losses
incurred prior to the date of such termination of the Merger Agreement and for which a Third Party Claim Notice is provided within
ten (10) Business Days of the termination of the Merger Agreement (collectively, the “Surviving Claims”), shall
survive until such Surviving Claims have either been fully paid or otherwise settled.


 






    	-14-



    	 



    

 


Section 7.2Amendments
and Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Parent, the Company
and the Series A Holders; provided that any amendment of Section 3.2 or Articles V or VII shall also
require the consent of Holdco. No consent to or waiver of any provision of or breach under this Agreement shall be valid or effective
unless in writing and signed by the party giving such waiver, and no waiver of any provision or breach shall constitute a waiver
with respect to any other provision or breach, whether or not of similar nature. Failure on the part of any party hereto to insist
in any instance upon strict, complete and timely performance by another party hereto of any provision of or obligation under this
Agreement shall not constitute a waiver by such party of any of its rights under this Agreement or otherwise.


 


Section 7.3Entire
Agreement; Third Party Beneficiaries. This Agreement and the Merger Agreement contain the entire agreement among the parties
hereto with respect to the transactions contemplated hereby and the subject matter of this Agreement and supersede all prior agreements
and undertakings, both written and oral, among the parties, or any of them, with respect to these matters. Each party hereto has
participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the
parties. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement. This Agreement is not intended to, and does not, confer upon any Person other than
the parties hereto any legal or equitable rights or remedies, except for the provisions of ARTICLE II, which are intended
to be for the benefit of the Parent Indemnified Parties and Holder Indemnified Parties, as applicable, and may be enforced by such
Persons.


 


Section 7.4Severability.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any terms or provisions of this Agreement in any
other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner
adverse to any party or such party waives its rights under this Section 7.4 with respect thereto. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner
to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.


 


Section 7.5Notices.
Section 8.05 of the Merger Agreement shall apply mutatis mutandis.


 


Section 7.6Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation
of Law or otherwise by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.


 






    	-15-



    	 



    

 


Section 7.7Counterparts.
This Agreement may be executed in two or more counterparts (including by facsimile or similar electronic means), all of which shall
be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.


 


Section 7.8Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.


 


(a)This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.


 


(b)Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the courts of the State
of Nevada and any appellate court thereof or any court of the United States located in the State of Nevada, in any action or proceeding
arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated
hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally
(i) agrees not to commence any such action except in such courts, (ii) agrees that any claim in respect of any such action or proceeding
may be heard and determined in such courts, (iii) waives, to the fullest extent it may legally and effectively do so any objection
which it may now or hereafter have to venue of any such action or proceeding in such courts, and (iv) waives, to the fullest extent
permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in such courts. Each of
the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties to this Agreement irrevocably
consents to service of process in any such action or proceeding in the manner provided for notices in Section 7.5 of
this Agreement; provided, however, that nothing in this Agreement shall affect the right of any party to this Agreement
to serve process in any other manner permitted by Law.


 


(c)EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY,
AND (IV) IT HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN
THIS SECTION 7.8(c).


 






    	-16-



    	 



    

 


Section 7.9Legal
Counsel. The parties hereto acknowledge that Lowenstein Sandler LLP (“LS”) has represented the Series A
Holders and Simpson Thacher & Bartlett LLP (“STB”) has represented Parent, Merger Sub and Holdco, in each
case, in connection with the negotiation and execution of this Agreement and the Merger Agreement and the transactions contemplated
hereby and thereby, and neither LS nor STB has undertaken to represent any other party in connection therewith. The parties hereto
acknowledge that LS has represented the Company in connection with certain limited matters unrelated to this Agreement and the
Merger Agreement and the transactions contemplated hereby and thereby. The parties hereto acknowledge that the Company is represented
by Fox Rothschild LLP and the Special Committee is represented by Morrison & Foerster LLP (“MF”) in connection
with the negotiation and execution of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby.
Each of the parties agrees that LS may continue to serve as counsel to the Series A Holders in connection with any matters related
to this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, including, without limitation,
in any related Action, notwithstanding any representation by LS prior to the date of this Agreement of the Series A Holders or
the Company. Each of Parent, Merger Sub, Holdco and the Company (or the Surviving Corporation, as applicable) hereby: (a) waives
any claim it has or may have that LS has a conflict of interest or is otherwise prohibited from engaging in such representation,
(b) agrees that, in the event that a dispute arises after the date of this Agreement among the Series A Holders, on the one hand,
and the Company (or the Surviving Corporation, as applicable), on the other hand, LS may represent the Series A Holders in
such dispute even though the interests of the Series A Holders may be directly adverse to the Company (or the Surviving Corporation,
as applicable) and even though LS may have represented the Company in a matter substantially related to such dispute, and (c) agrees
that it shall not seek to disqualify LS from such representation of the Series A Holders. Each of the parties agrees that STB may
continue to serve as counsel to Parent, Merger Sub and Holdco and, with respect to matters occurring after the Effective Time of
the Merger, the Surviving Corporation, in connection with any matters related to this Agreement and the Merger Agreement and the
transactions contemplated hereby and thereby, including, without limitation, in any related Action, notwithstanding any representation
by STB prior to the date of this Agreement of Parent, Merger Sub or Holdco. Each of the Company and the Series A Holders hereby
waives any claim it has or may have that STB has a conflict of interest or is otherwise prohibited from engaging in such representation
and agrees that it shall not seek to disqualify STB from such representation of Parent, Merger Sub and Holdco. Each of the parties
agrees that MF may continue to serve as counsel to the Special Committee and, with respect to matters occurring after the Effective
Time of the Merger, the individuals currently serving as members of the Special Committee, in connection with any matters related
to this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, including, without limitation,
in any related Action, notwithstanding any representation by MF prior to the date of this Agreement of the Special Committee. Each
of the Company, Parent, Merger Sub, Holdco and the Series A Holders hereby waives any claim it has or may have that MF has a conflict
of interest or is otherwise prohibited from engaging in such representation and agrees that it shall not seek to disqualify MF
from such representation of the Special Committee or the individual members thereof.


 


[Signature Pages Follow]


 






    	-17-



    	 



    







 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the date first above written.


 


	 	PARENT:
	 	 	 	 
	 	VERTICAL BRIDGE ACQUISITIONS,
    LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Alex Gellman
	 	 	Name: Alex Gellman
	 	 	Title: Chief Executive Officer
	 	 	 	 
	 	Address:	 	951 Broken Sound Parkway, Ste. 320
	 	 	 	Boca Raton, FL 33487
	 	 	 	Attention:	A. Gellman
	 	 	 	Facsimile:	561-989-0277
			 	E-mail:	agellman@verticalbridge.com
	 	 	 	 
	 	 	 	 
	 	MERGER
    SUB:
	 	 	 	 
	 	VERTICAL
    STEEL MERGER SUB INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Alex Gellman
	 	 	Name: Alex
    Gellman
	 	 	Title: Chief
    Executive Officer
	 	 	 	 
	 	Address:	 	951 Broken Sound Parkway, Ste. 320
	 	 	 	Boca Raton, FL 33487
	 	 	 	Attention:	A.
    Gellman
	 	 	 	Facsimile:	561-989-0277
	 	 	 	E-mail:	agellman@verticalbridge.com




 






    	[SIGNATURE PAGE TO INDEMNIFICATION AND JOINDER AGREEMENT]



    	 



    

 


	 	HOLDCO:
	 	 	 	 
	 	Solely
    for the purposes of Section 3.2

    and ARTICLES V and VII,
	 	 	 	 
	 	VERTICAL
    BRIDGE HOLDCO, LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Alex Gellman
	 	 	Name: Alex
    Gellman
	 	 	Title: Chief
    Executive Officer
	 	 	 	 
	 	Address:	 	951
    Broken Sound Parkway, Ste. 320
	 	 	 	Boca
    Raton, FL 33487
	 	 	 	Attention:	A.
    Gellman
	 	 	 	Facsimile:	561-989-0277
			 	E-mail:	agellman@verticalbridge.com




 






    	[SIGNATURE PAGE TO INDEMNIFICATION AND JOINDER AGREEMENT]



    	 



    

 


	 	COMPANY:
	 	 	 	 
	 	CIG
    WIRELESS CORP.
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Paul McGinn
	 	 	Name: Paul
    McGinn
	 	 	Title: Chief
    Executive Officer
	 	 	 	 
	 	Address:	 	1120 South Crown Way
	 	 	 	Wellington, FL 33414
	 	 	 	Attention:	Paul
    McGinn
			 	E-mail:	pmcginn@cigwireless.com




 






    	[SIGNATURE PAGE TO INDEMNIFICATION AND JOINDER AGREEMENT]



    	 



    

 


	 	SERIES
    A HOLDERS:
	 	 	 	 	 
	 	FIR TREE CAPITAL OPPORTUNITY
    (LN)

 MASTER FUND, L.P.
	 	 	 	 	 
	 	By:	Fir Tree Inc., its Manager
	 	 	 	 	 
	 	By:	/s/
    Brian Meyer
	 	 	Name: Brian Meyer
	 	 	Title: General Counsel
	 	 	 	 	 
	 	Address:		505
    Fifth Avenue, 23rd Floor
	 	 	 	New
    York, NY 10017
	 	 	 	Attention:	Brian
    Meyer
	 	 	 	Facsimile:	(212) 599-1330
				E-mail:	bmeyer@firtree.com
	 	 	 	 	 
	 	 	 	 	 
	 	FIR
    TREE REF III TOWER LLC
	 	 	 	 	 
	 	By: Fir Tree
    Inc., its Manager
	 	 	 	 	 
	 	By:	/s/
    Brian Meyer
	 	 	Name: Brian
    Meyer
	 	 	Title: General
    Counsel
	 	 	 	 	 
	 	Address:	 	505
    Fifth Avenue, 23rd Floor
	 	 	 	New
    York, NY 10017
	 	 	 	Attention:	Brian
    Meyer
	 	 	 	Facsimile:	(212) 599-1330
	 	 	 	E-mail:	bmeyer@firtree.com




 






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