Exhibit 10.1


 





CIG
WIRELESS CORP.


2015 INCENTIVE BONUS PLAN


 


ARTICLE I


 


ESTABLISHMENT AND PURPOSE


 


1.1Establishment.
The CIG Wireless Corp. 2015 Incentive Bonus Plan (the “Plan”), as herein set forth and as may be amended from
time to time, is effective as of March 20, 2015 (the “Effective Date”).


 


1.2Purpose.
The purpose of the Plan is to attract, retain and provide incentive compensation to employees of the Company or its Affiliates,
by providing the opportunity to participate in the growth of the Company.


 


ARTICLE II


 


DEFINITIONS


 


2.1Definitions.
As used in this Plan the following terms have the meanings stated. The singular includes the plural, and the masculine gender includes
the feminine and neuter genders, and vice versa, as the context requires.


 


“Affiliate”
means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) directly or indirectly
controlled by the Company (or such other entity referenced herein in connection with the term “Affiliate”).


 


“Applicable
Percentage” has the meaning, with respect to a given Participant, assigned to such term in such Participant’s Award
Agreement; provided, however, that, except as otherwise provided in a Participant’s Award Agreement, each Participant’s
Applicable Percentage shall be re-calculated each time: (x) there is a forfeiture or cancellation of an Award (prior to a Realization
Event) so that each such Participant’s Applicable Percentage shall be increased by its pro rata portion (disregarding the
Applicable Percentage of the forfeited or cancelled Award) of the Applicable Percentage of the forfeited or cancelled Award (i.e.,
pro-rata accretion); and (y) there is a grant of a new Award so that each such Participant’s Applicable Percentage shall
be decreased by a percentage equal to the product of such Participant’s Applicable Percentage (prior to the grant of the
new Award) multiplied by the Applicable Percentage of the new Award (i.e., pro-rata dilution).


 


“Award” means an award
of a Plan Bonus under the Plan.


 


“Award Agreement”
means the written agreement entered into between a Participant and the Company evidencing the award of a Plan Bonus.


 


“Board” means the Board
of Directors of the Company or the Committee.


 


“Bonus Expiration Date”
has the meaning assigned to such term in Section 4.2.


 






    	 



    	 



    

 


“Cause”
means, with respect to a Participant, unless otherwise defined in a written employment agreement between such Participant and the
Company or its Affiliates in effect on the date of such Participant’s Award Agreement, (i) such Participant’s indictment
for, or conviction or entry of a plea of guilty or nolo contendere to (A) any felony or (B) any crime (whether or not a felony)
involving moral turpitude, fraud, theft, breach of trust or other similar acts, (ii) such Participant’s being or having been
engaged in conduct constituting breach of fiduciary duty, willful misconduct or negligence relating to the Company or its Affiliates
or the performance of such Participant’s duties, (iii) such Participant’s willful failure to (A) follow a reasonable
and lawful directive of the Company or its Affiliates or (B) comply with any written rules, regulations, policies or procedures
of the Company or its Affiliates, (iv) such Participant’s breach of the Plan or such Participant’s Award Agreement
or any other written agreement with the Company or its Affiliates, including, without limitation, any applicable non-competition,
non-solicitation and confidentiality agreement between such Participant and the Company or its Affiliates, (v) such Participant’s
failure to perform at a level of effort or results commensurate with such Participant’s responsibilities, other than as a
result of permanent disability or (vi) such Participant’s deliberate and continued failure to perform his or her material
duties to the Company; which in the case clause (v) or (vi) hereof, is not cured by such Participant within ten (10) days of receipt
of written notice thereof from the Company or its Affiliates specifying the particulars of the conduct constituting Cause.


 


“Certificate
of Designations” means the Certificate of Designation, Preferences and Rights of Series A-1 Non-Convertible Preferred
Stock and Series A-2 Convertible Preferred Stock of CIG Wireless Corp., dated August 1, 2013.


 


“Closing Date” means
the date of the consummation of a Realization Event.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Committee”
means the Compensation Committee of the Board or any similar committee.


 


“Company” means CIG Wireless
Corp. and any successor thereof.


 


“Confidential Information”
has the meaning assigned to such term in Section 6.1.


 


“Continuing Service Conditions”
has the meaning assigned to such term in Section 4.4.


 


“Fir Tree
Investors” means Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC.


 


“Funding Agreement”
means that certain Funding Agreement, dated as of March 20, 2015, by and among the Company and the Fir Tree Investors.


 


“Good Reason”
means, with respect to a given Participant, unless otherwise defined in a written employment agreement between such Participant
and the Company or its Affiliates in effect on the date of such Participant’s Award Agreement, (i) a material reduction in
such Participant’s base salary, (ii) a material diminution in such Participant’s duties, (iii) such Participant being
required to relocate to a principal place of employment more than fifty (50) miles from such Participant’s current principal
place of employment with the Company or its Affiliates (other than any relocation required in connection with a relocation of the
Company’s corporate headquarters), (iv) a material breach by the Company or any of its Affiliates of any written agreement
with such Participant; which in the case of clauses (i), (ii), (iii) or (iv) hereof, is not cured by the Company or its Affiliates
within ten (10) days of its receipt of written notice thereof from such Participant specifying the particulars of the conduct constituting
Good Reason; provided that such Participant gives such notice to the Company within thirty (30) days of the first occurrence of
such event; otherwise, Good Reason shall be deemed waived with respect to such event.


 






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“Holdback Amount” has
the meaning assigned such term in Section 4.3.


 


“Holdback Charge” has
the meaning assigned to such term in Section 4.3.


 


“Holdback Payment Date”
has the meaning assigned to such term in Section 4.3.


 


“Indemnification
Agreement” means that certain Indemnification and Joinder Agreement, dated as of March 20, 2015, 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, the Company, and the Fir Tree Investors.


 


“Indemnity Claims” has
the meaning assigned to such term in Section 4.3.


 


“MIP Replacement
Agreement” means any agreement between the Company and an employee or other service provider of the Company, other than
an Award under the Plan, pursuant to which the Company agreed to pay a stay bonus or other bonus to such employee or other service
provider in lieu of, and to replace, a grant of restricted stock that was awarded under the special management incentive program
established under the Company’s 2014 Equity Incentive Plan, including without limitation any and all such agreements dated
January 27, 2015.


 


“Participant”
means a Service Provider who has been awarded the right to receive a Plan Bonus.


 


“Payment”
has the meaning assigned to such term in Section 8.7.


 


“Plan Bonus”
means an award pursuant to Article IV of the Plan.


 


“Plan Bonus
Pool” means an amount equal to the percentage of the Total Net Proceeds of a Realization Event set forth on Exhibit
A; provided, however, if there are no outstanding Awards at the time of a Realization Event, then the Plan Bonus
Pool shall be zero and have no value.


 


“Realization
Event” means the consummation, simultaneous with or after the redemption or sale of a majority of the Series A-1 Preferred
Stock held by the Fir Tree Investors, but in all events on or prior to the Bonus Expiration Date, of one or more of the following
events pursuant to which the consideration received by the Fir Tree Investors (other than consideration received for Series A-1
Preferred Stock) is comprised of at least fifty percent (50%) cash: (i) a sale (whether by sale, merger, consolidation or other
similar business combination), in one or more transactions, of more than fifty percent (50%) of the aggregate voting power of the
equity securities of the Company to one or more third-parties that are not Affiliates of the Fir Tree Investors; or (ii) a sale
or other disposition, in one or more transactions, of all or substantially all of the assets of the Company to one or more third-parties
that are not Affiliates of the Fir Tree Investors; provided that such event also constitutes a “change in control event”
within the meaning of Section 409A.


 






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“Release” has the meaning
assigned to such term in Section 4.2.


 


“Restrictive Covenants”
has the meaning assigned to such term in Section 6.1.


 


“Section 409A” has the
meaning assigned to such term in Section 8.7.


 


“Section 280G” has the
meaning assigned to such term in Section 8.7.


 


“Series A-1
Preferred Stock” means the Company’s Series A-1 Nonconvertible Preferred Stock.


 


“Series A-2
Preferred Stock” means the Company’s Series A-2 Convertible Preferred Stock.


 


“Service Provider” means
an employee of the Company or any of its Affiliates or a member of the Board.


 


“Total Net
Proceeds” means, with respect to a Realization Event, the difference of: (x) the value of all cash, securities, or any
other form of consideration paid or payable, directly or indirectly, by the acquiring party(ies) to the Fir Tree Investors in consideration
of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock in the Realization Event; minus: (y)(i) the purchase
price paid by the Fir Tree Investors in respect of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, (ii) all accrued
and unpaid dividends owing to the Fir Tree Investors in respect of the Series A-1 Preferred Stock and the Series A-2 Preferred
Stock as of the Realization Event, (iii) all accrued and unpaid interest thereon, of any outstanding indebtedness owing to the
Fir Tree Investors as of the Realization Event, (iv) fees and expenses of any legal, financial, tax or other advisors to each of
the Company (including the Board or any committees thereof) and the Fir Tree Investors, (v) taxes (other than income taxes), fees,
expenses, and other costs payable by the Company or the Fir Tree Investors in connection with the Realization Event, including,
without limitation, sale bonuses, severance payments, stay-bonuses and other compensation payable to employees by reason of a Realization
Event that are incurred by the Company or the Fir Tree Investors, other than compensation paid pursuant to a MIP Replacement Agreement
(all of the items in clauses (iv) and (v) are referred to herein as the “Other Expenses”); and (vi) all amounts
funded in escrow by the Fir Tree Investors pursuant to the Funding Agreement. For avoidance of doubt, in determining Total Net
Proceeds, (A) the Plan Bonus (including any Holdback Amount) shall be deducted from the amount in clause (x), and (B) any compensation
paid pursuant to a MIP Replacement Agreement shall not be deducted from the amount in clause (x). The amount of Other Expenses
shall be as reasonably determined by a majority of the non-management members of the Board prior to the Closing Date. In the case
of a Realization Event that is an asset purchase transaction, the amount in clause (x) shall include the amount of any indebtedness
of the Company that is assumed by an acquirer and there shall be subtracted from the amount thereof the amount of any liabilities
of the Company (other than trade payables and similar liabilities arising in the ordinary course of the Company’s business)
as of the date of the Realization Event that are not assumed by the acquirer in connection therewith. The amount in clause (x)
shall include any amounts deposited in escrow to support indemnity obligations or working capital purchase price adjustments, but
not any earn-outs or other contingent or future payments which become payable based upon performance.


 






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ARTICLE III


 


ADMINISTRATION


 


3.1Administration.
The Plan shall be administered by the Board. The Board shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions
of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration
of the Plan. All decisions made by the Board pursuant to the provisions of the Plan shall be final and binding on all persons,
including the Company and Participants.


 


ARTICLE IV


 


AWARDS


 


4.1Individual
Awards. Prior to a Realization Event, the Board may from time to time award Service Providers the right to receive a Plan Bonus,
subject to the terms and conditions of the Plan. To accept such Award, a Participant shall be required to execute an Award Agreement
setting forth such Participant’s Applicable Percentage of the Plan Bonus Pool and such other terms and conditions as the
Board deems appropriate.


 


4.2Eligibility
and Conditions. Notwithstanding anything in this Plan to the contrary, in order for a Participant to be paid a Plan Bonus under
the Plan: (a) such Participant must satisfy the applicable Continuing Service Conditions; (b) a Realization Event must occur on
or prior to December 31, 2017, or such earlier or later date that a majority of the non-management members of the Board shall determine
prior to the Closing Date (as applicable, the “Bonus Expiration Date”); (c) such Participant must execute and
deliver a general release substantially in the form attached as Exhibit B hereto (the “Release”); and
(d) such Participant must comply with the confidentiality, non-solicitation, cooperation and other covenants, as applicable, set
forth in Article VI below. If a Realization Event does not occur on or prior to the Bonus Expiration Date, for any reason or for
no reason, or if any other conditions are not satisfied with respect to a Participant at the time a Plan Bonus would otherwise
be payable hereunder (but for such condition(s)), the Award Agreement with respect to each such Participant will automatically
terminate and be void and of no further effect, and neither the Company nor any stockholder will have any liability to such Participant(s)
with respect to a Plan Bonus.


 


4.3Payment.
With respect to a given Participant, in the event that the eligibility and conditions set forth in Section 4.2 are met as of the
Closing Date, then except as otherwise provided in an Award Agreement: (a) seventy-five percent (75%) of such Participant’s
Plan Bonus shall be paid to such Participant by the Company on the Closing Date; and (b) twenty-five percent (25%) of such Participant’s
Plan Bonus (the “Holdback Amount”) shall be held back and paid to such Participant by the Company on the second
anniversary of the Closing Date (the “Holdback Payment Date”); provided, however, the Holdback
Amount payable to such Participant shall be reduced, but not below zero, by a portion (the “Holdback Charge”)
of any payments made by the Fir Tree Investors pursuant to the indemnification obligations of the Fir Tree Investors under the
definitive agreement governing the Realization Event or any stockholder appraisal rights on or prior to the Holdback Payment Date
(the “Indemnity Claims”). Such Participant’s Holdback Charge shall be equal to the total amount of any
Indemnity Claims multiplied by a percentage set forth in such Participant’s Award Agreement, as reasonably calculated by
the Board.


 






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4.4Continuing
Service Conditions. A Participant will satisfy the continuing service conditions (the “Continuing Service Conditions”)
provided that such Participant remains in continuous employment with the Company or its Affiliates through the Closing Date or
such Participant’s employment is terminated prior to the Closing Date by the Company without Cause, by such Participant for
Good Reason or due to death or disability.


 


ARTICLE V


 


CANCELLATION AND FORFEITURE


 


5.1Cancellation and Forfeiture.
Notwithstanding anything in this Plan to the contrary:


 


(a)Upon (i) a Participant’s
violation (before or after the Closing Date) of the confidentiality, non-solicitation, cooperation or other covenants, as applicable,
set forth in Article VI, or (ii) the termination of a Participant’s employment (before or after the Closing Date) by the
Company or its Affiliates for Cause or a Participant’s voluntary termination of employment with the Company or its Affiliates
without Good Reason (or with Good Reason, but at the time of such termination circumstances constituting Cause (whether or not
then known) exist), then except as otherwise provided in such Participant’s Award Agreement, such Participant’s Award
Agreement (including without limitation any Plan Bonus or Holdback Amount payable thereunder) shall be automatically and immediately
cancelled without compensation or further liability to such Participant.


 


(b)Any Plan Bonus
cancelled and forfeited hereunder prior to the occurrence of a Realization Event shall remain in the Plan Bonus Pool and, except
as otherwise provided in an Award Agreement, be re-allocated to the then remaining Participants by operation of the re-calculation
of their respective Applicable Percentages pursuant to the definition thereof and a corresponding adjustment to the respective
Holdback Charges. Any Plan Bonus amount that is cancelled and forfeited and not re-allocable to the then remaining Participants,
or otherwise forfeited or not payable pursuant to the terms of the Plan or any Award Agreement, including without limitation any
forfeited Holdback Amount, or any other amount contributed to the Plan Bonus Pool and not payable pursuant to the terms of the
Plan or any Award Agreement (as in effect at the time of a Realization Event), shall, upon written notice to the Company, be promptly
paid by the Company to the Fir Tree Investors.


 






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ARTICLE VI


 


CONFIDENTIALITY, NON-SOLICITATION,
AND COOPERATION


 


6.1Confidentiality
and Non-Solicitation. By acceptance of an Award, each Participant acknowledges that by virtue of his or her employment with
the Company or its Affiliates, he or she from time to time may obtain confidential and proprietary information concerning the Company
and its Affiliates and each of their respective businesses that is not readily available to the public, and that the Company and
its Affiliates are entitled to protection against wrongful use of any of that information and that the Company would not offer
the opportunity to receive a Plan Bonus but for the covenants contained in this Article VI (the “Restrictive Covenants”),
which are made by Participants for the benefit of the Company and its Affiliates. Accordingly, Participants hereby agree that:


 


(a)While Participants
are employed by the Company or its Affiliates and at all times thereafter, Participants shall, (i) treat confidentially and not
disclose all or any portion of such Confidential Information (as defined below), or (ii) not use such Confidential Information
for the benefit of themselves or any other Person. Participants acknowledge and agree that such Confidential Information is proprietary
and confidential in nature and belongs to the Company and its Affiliates. If a Participant is requested or required to disclose
(after such Participant has used his or her commercially reasonable efforts to avoid such disclosure and after promptly advising
and consulting with the Company about such Participant’s intention to make, and the proposed contents of, such disclosure)
any of the Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process by a governmental authority), such Participant shall, and shall cause such Participant’s representatives
to, provide the Company with prompt written notice of such request so that the Company may seek an appropriate protective order
or other appropriate remedy. At any time that such protective order or remedy has not been obtained, such Participant or such Participant’s
representative may disclose only that portion of the Confidential Information which such Participant is legally required to disclose
or of which disclosure is required to avoid sanction for contempt or any similar sanction, and such Participant shall exercise
commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information
so disclosed. Participants further agree that, from and after the date hereof, Participants and Participants’ representatives,
upon the reasonable request of the Company, promptly will deliver to the Company all documents, or other tangible embodiments,
constituting Confidential Information or other information with respect to the Company and its Affiliates. “Confidential
Information” means (i) information of any nature and in any form which at the time concerned is not generally known to
those persons engaged in business similar to that conducted or contemplated by the Company or its Affiliates, including without
limitation, business plans, tower lists, tower development plans, financial information, sales or marketing materials or strategies,
contracts, form of contracts, abstracts, computer software, information relating to the properties, customer and supplier lists,
formulae, know-how, processes, secrets and trade secrets, pricing information, business acquisition plans, and all other information
relating to the operation of the Company and/or its Affiliates, whether tangible or intangible, whether oral or in writing, and
whether or not marked, labeled, or otherwise identified as “confidential” or the like; and (ii) all copies of any of
the foregoing or any analyses, studies, reports, or properties that contain, are based on, or reflect any of the foregoing.


 






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(b)While a Participant
is employed by the Company or its Affiliates and for a one (1) year period thereafter, such Participant shall not, directly or
indirectly, (i) solicit, induce, enter into any agreement with, or attempt to influence any individual who was an employee or consultant
of the Company or its Affiliates at any time during the time such Participant was employed by the Company or its Affiliates, to
terminate his or her employment relationship with the Company or its Affiliates or to become employed by such Participant or any
individual or entity by which such Participant is employed or have any other relationship or (ii) interfere in any other way with
the employment, or other relationship, of any employee or consultant of the Company or its Affiliates.


 


(c)All other promises
or agreements of any kind that have been made by or between a Participant and the Company that relate to confidentiality, nondisclosure,
intellectual property protection, non-solicitation, non-competition or classified information with the Company shall continue
to apply in accordance with their terms (and the greater protection to the Company applies in the event of any conflict between
this Article VI and such other agreements).


 





(d)The provisions of this Article VI may be assigned by the Company to the purchaser
or other acquirer in connection with any transaction that results in a Realization Event (in which event the provisions of this
Article VI shall continue to be binding upon Participants and shall be enforceable by the purchaser or other acquirer).


 


6.2Cooperation.
Participants acknowledge and agree that agreement to and compliance with the terms and conditions of this Section 6.2 is a material
inducement for the Company to grant Awards and enter into Award Agreements in connection therewith. If any transaction involving
the sale or other disposition of all or substantially all of the equity interests or assets of the Company or its Affiliates is
proposed by the Board, or any other transaction that could result in a Realization Event is proposed by the Board, Participants
shall support the transaction (and not take any action inconsistent with the transaction) and take all such action as may be reasonably
requested by the Board or the Company’s management to cause the transaction to be consummated at the time and on the terms
proposed by the Board, including, to the extent requested: (i) reviewing and commenting on confidential offering memoranda or similar
documents; (ii) preparing projections; (iii) meeting with representatives of prospective purchasers and participating in management
meetings; (iv) assisting in connection with the negotiation, documentation and consummation of the proposed transaction; and (v)
executing and delivering such agreements and documents as are customary for similar transactions. No distribution shall be made
by the Company to any Participant who has failed to comply in any material respect and after reasonable notice with the provisions
of this Section 6.2, except to the extent any such compliance is waived in writing by the Board.


 


ARTICLE VII


 


AMENDMENT


 


7.1Amendments.
The Board may modify or amend the Plan at any time and from time to time as it, in its sole discretion, shall deem advisable or
appropriate; provided, however, that in no event shall the Board amend the Plan (or any Award Agreement) in a manner that, directly
or indirectly, adversely affects the rights of the Fir Tree Investors under the Plan or the Indemnification Agreement, including
without limitation any amendment that, directly or indirectly, adversely affects any right of the Fir Tree Investors to payment
pursuant to Section 5.1(b) of the Plan and any right of the Fir Tree Investors pursuant to the Indemnification Agreement (including
without limitation any right of the Fir Tree Investors to indemnification thereunder). The Fir Tree Investors shall be a third-party
beneficiary of this Section 7.1.


 






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ARTICLE VIII


 


MISCELLANEOUS


 


8.1No Effect
Upon Benefits. By acceptance of any Award under the Plan, Participants agree that neither an Award nor any amount paid will
affect the benefits under any benefit plan of the Company, nor shall an Award or any amount paid under the Plan be considered compensation
for purposes of any other benefit plan or program of the Company.


 


8.2No Right
to Continued Employment or Service. The receipt of an Award shall not give any Participant any right to continue in the employ
or service of the Company or its Affiliates, and the right to dismiss any Participant is specifically reserved to the Company.
No employee or other person shall have any claim or right to be granted an Award under the Plan.


 


8.3Awards Conditioned
on Certain Agreements. Participation in the Plan and/or any Award hereunder may be subject to an employee’s execution
of any agreement having such terms and conditions as the Board deems appropriate.


 


8.4No Restriction
on Issuance of Stock or Rights. Nothing contained herein shall limit or restrict the Board’s ability or right to grant,
issue or award equity interests in the Company or to grant Awards to existing or new Participants.


 


8.5Nontransferability.
This Plan and Award Agreements hereunder shall inure to the sole benefit of, and be binding upon, the parties thereto and their
respective heirs, legal representatives, successors and permitted assigns and shall not be construed as creating any rights enforceable
by any person other than the parties thereto and their respective heirs, legal representatives, successors and permitted assigns.
No rights or interest under the Plan or an Award Agreement shall be assignable by any Participant or the beneficiaries or legal
representatives of any Participant, and any purported assignment in violation hereof shall be null and void.


 


8.6No Rights
as Shareholder. Nothing contained herein shall be deemed to convey to any Participant or other person the rights of a stockholder
of the Company. Plan Bonuses shall not entitle any Participant to any dividend or voting rights or any other rights of a stockholder
of the Company.


 


8.7Taxes.


 


(a)The Company
is authorized to withhold from any payment to be made under the Plan or an Award Agreement such amounts for income tax, social
security, unemployment compensation, excise taxes and other taxes and penalties as the Company is required to comply with applicable
laws and regulations. If you would otherwise be entitled to a distribution by the Company in respect of your Restricted Units and
are indebted for borrowed money to the Company, or any of its Affiliates or Subsidiaries, and such indebtedness remains outstanding
at the time that a distribution would be payable to you under the LLC Agreement, then the Board, in its absolute discretion, may
elect to reduce the amount of the distribution to you, dollar for dollar, by the amount of such indebtedness (together with accrued
and unpaid interest thereon, if any) in repayment thereof.


 






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(b)This Plan is
intended to comply with or be exempt from Section 409A of the Code such that no amount payable hereunder shall be subject to an
“additional tax” within the meaning of Section 409A of the Code and regulations and guidance promulgated thereunder
(“Section 409A”). To the extent that any provision in this Plan is ambiguous as to its compliance with Section
409A, the provision shall be interpreted in a manner so that no amount payable hereunder shall be subject to an “additional
tax” within the meaning of Section 409A(a)(1)(B) of the Code. To the extent any amount payable under this Plan would be subject
to any additional taxes or penalties imposed under Section 409A, the Board may, in its sole discretion, use reasonable efforts
to reform the provisions of this Plan or any Award Agreement to the extent necessary so as to avoid such additional taxes or penalties.
For purposes of Section 409A, each payment made under this Plan shall be treated as a separate payment. In no event may any Participant
directly or indirectly designate the calendar year of any payment under the Plan, and in no event whatsoever shall the Company
be liable for any additional tax, interest or penalties that may be imposed under Section 409A on any Participant or any other
person as a result of any payment made in accordance with the terms of this Plan.


 


(c)In the event
any payments made or benefits provided to a Participant by the Company, whether or not pursuant to this Plan, or by any other person
or entity, in connection with a change in the ownership or effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company, including any Plan Bonus (each, a “Payment” and together the “Payments”)
may be subject to a 20% excise tax imposed by Section 4999 of the Code, or may not be deductible by the Company (or an Affiliate)
as a result of Section 280G of the Code, then the total Payments will be reduced to the greatest amount of Payments that could
be made without giving rise to the excise tax or causing any portion of the Payments to be non-deductible as a result of Section
280G. Payments to a Participant will be reduced in the manner that the Company determines to have the least economic cost to such
Participant and, if and to the extent that the economic cost of different orders of reduction is equivalent, Payments will be reduced
in the inverse chronological order of when payment would have been made to a Participant until the necessary reduction has been
achieved.


 


8.8Unfunded
Plan. All rights of a Participant or other person under this Plan shall represent an unfunded, unsecured obligation of the
Company to provide deferred compensation. Any payments to a Participant or other person hereunder shall be paid from the general
assets of the Company, and each Participant shall have the status of an unsecured general creditor of the Company with respect
to any amounts payable under this Plan. Notwithstanding anything herein to the contrary, no stockholder of the Company shall have
any liability with respect to the payment of any amounts hereunder.


 


8.9Successors
and Assigns. This Plan shall be binding upon the Company and its successors and assigns.


 






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8.10No Trust
or Fiduciary Status. Nothing in this Plan shall establish any trust or similar arrangement with regard to the rights of the
Participant, nor shall the Company or any officer, employee or service provider become a fiduciary with respect to this Plan for
purposes of Employee Retirement Income Security Act of 1974, as amended, if applicable, or any state trust laws.


 


8.11Enforcement.
A party’s failure to enforce any provision or provisions of this Plan or an Award Agreement shall not in any way be construed
as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision
of this Plan or such Award Agreement. The rights granted parties under this Plan or an Award Agreement are cumulative and shall
not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.


 


8.12No Promise
of Employment. This Plan, any Award Agreement, and/or the grant of a Plan Bonus shall not constitute an employment agreement
and shall not confer upon any Participant any right to continue in the employment of the Company or any of its Affiliates. Each
Participant’s employment with the Company shall remain “at will” unless otherwise agreed to in a writing signed
by an authorized representative of the Company.


 


8.13Notice.
All notices, requests, consents and other communications under the Plan or an Award Agreement will be in writing and will be either
(i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested,
postage prepaid. All notices, requests, consents and other communications under the Plan or an Award Agreement will be deemed to
have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party
set forth below, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the
courier service, or (iii) if sent by registered or certified mail, on the fifth business day following the day such mailing is
made. If directed to a Participant, any such notice shall be sent to the address on file with the Company, or to such other address
as such Participant may specify in writing. If directed to the Company, any such notice shall be sent to the Company’s principal
executive office, c/o the Company’s Secretary, or to such other address or person as the Company may specify in writing.
A copy of all notices hereunder shall be given to the Fir Tree Investors at 505 Fifth Avenue, 23rd floor, New York,
New York 10017, Attn: General Counsel (or such other address as the Fir Tree Investors shall direct in accordance with this Section
8.13).


 


8.14Governing
Law. The rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws
of the State of Nevada without regard to choice of law principles, except to the extent such laws are preempted by the Employee
Retirement Income Security Act of 1974, as amended.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the Company
has caused this Plan to be executed in its name and on its behalf by its duly authorized officer as of this 20th day
of March, 2015.


 


	 	CIG WIRELESS CORP.	 
	 	 	 
	 	 	 
	 	By:	
     /s/ Paul McGinn	 
	 	 	Name: Paul McGinn	 
	 	 	Title: Chief Executive Officer	 







 






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EXHIBIT A


 





 






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EXHIBIT B


 


RELEASE


 


WHEREAS, _________
(the “Employee”) and CIG Wireless Corp., a Nevada corporation (the “Company”) are parties
to a letter agreement, dated as of ___________ (the “Agreement”), which provided for the payment of a Plan Bonus
(as defined in the Agreement) under the terms and conditions of the Agreement; and


 


WHEREAS, as a condition
to receiving the Plan Bonus, the Employee is required to execute and deliver this Release (this “Release”);


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration received or to be received in accordance with the terms
of the Agreement, it is agreed as follows:


 


1.Without prejudice
to enforcement of the covenants, promises and/or rights reserved herein, the Employee (on his own behalf and on behalf of his heirs
and legal representatives) hereby irrevocably and unconditionally releases, acquits and forever discharges the Company, each of
its past, present and future direct and indirect affiliated entities, parents, subsidiaries, related companies and divisions and
each of their respective past, present and future stockholders, trustees, members, partners, employee benefit plans (and such plans’
fiduciaries, agents, administrators and insurers), directors, officers employees, agents and attorneys (individually and in their
official capacities), as well as any predecessors, future successors and assigns or estates of any of the foregoing (collectively,
“Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including
attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, whether
under federal, state, local or foreign law, rule, regulation or otherwise, arising out of the Agreement, Employee’s employment
by the Company or its Affiliates (as defined in the Bonus Plan), the special management incentive program established under the
Company’s 2014 Equity Incentive Plan, or the Company’s 2015 Incentive Bonus Plan (the “Bonus Plan”),
including, without limitation, under Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Lilly Ledbetter
Fair Pay Act of 2009, the Federal Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, the Employee
Retirement Income Security Act (“ERISA”), as amended, the Civil Rights Act of 1991, as amended, the Rehabilitation
Act of 1973, as amended, the Older Workers Benefit Protection Act (“OWBPA”), as amended, the Worker Adjustment
Retraining and Notification Act (“WARN”), as amended, the Fair Labor Standards Act (“FLSA”),
as amended, the Occupational Safety and Health Act of 1970 (“OSHA”), and the Sarbanes-Oxley Act of 2002, that
the Employee now has, or has ever had, or ever will have, against each or any of the Releasees, by reason of any and all acts,
omissions, events, circumstances or facts existing or occurring up through the date of the Employee’s execution and delivery
hereof. Anything to the contrary notwithstanding, nothing herein shall release the Company or any other Releasees from any claims
or damages based on (i) any right the Employee may have to enforce this Release, (ii) any right or claim that arises from
acts, omissions, events, circumstances or facts which will exist or occur after the date this Release is executed, (iii)
any right the Employee may have to vested benefits or entitlements under any applicable plan, agreement, program, award,
policy or arrangement of the Company or its Affiliates; (iv) any right the Employee may have to coverage, indemnification and/or
advancement of legal expenses in accordance with applicable laws and/or in any contract, corporate document, or otherwise, between
the Company or its Affiliates and the Employee, or any director & officer or other insurance plans or policies maintained by
the Company or its Affiliates and applicable to the Employee; or (v) any right the Employee may have to obtain contribution as
permitted by law in the event of entry of judgment against the Employee as a result of any act or failure to act for which the
Employee, on the one hand, and the Company or any other Releasees, on the other hand, are jointly liable.


 






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[To be inserted above:
specific references to applicable state statutes, depending upon employee’s state of residence and/or situs of employment]


 


2.Subject to the
Employee's execution and delivery of this Release upon the consummation of a Realization Event (as defined in the Bonus Plan),
the Company shall pay or provide (as applicable) to the Employee the payments and benefits payable or required to be provided under
the Agreement in connection with a Realization Event.


 


3.The Employee
represents and acknowledges that in executing this Release he is not relying upon, and has not relied upon, any representation
or statement not set forth herein made by any of the agents, representatives or attorneys of the Company with regard to the subject
matter of this Release.


 


4.This Release
shall not in any way be construed as an admission by the Company or any of the Releasees that it or they have acted wrongfully.


 


5.Employee and
the Company acknowledge and agree that:


 


(i)This Release
shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the “EEOC”)
or similar federal or state agency to enforce the ADEA or other applicable laws, and further acknowledge and agree that this Release
shall not be used to justify interfering with the Employee’s protected right to file a charge or participate in an investigation
or proceeding conducted by the EEOC or similar federal or state agency. Accordingly, nothing in this Release shall preclude the
Employee from filing a charge with, or participating in any manner in an investigation, hearing or proceeding conducted by the
EEOC or similar federal or state agency, provided that even though the Employee may file a charge or participate in an investigation
or proceeding conducted by the EEOC or similar federal or state government agency, by executing this Release the Employee is waiving
the Employee’s ability to obtain relief of any kind from the Releasees to the extent permitted by law; and


 


(ii)Notwithstanding
anything set forth in this Release to the contrary, nothing in this Release shall affect or be used to interfere with Employee’s
protected right to test in any court, under the OWBPA, or like statute or regulation, the validity of the waiver of rights under
ADEA set forth in this Release.


 


6.If the Employee
is employed in, or, was formerly employed in the State of California, the Employee additionally acknowledges that the Employee
is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows:


 






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“A general release does not extend
to claims which the creditor does not know or suspect to exist in his favor at the time of executing the general release which
if known by him must have materially affected his settlement with the debtor.”


 


If the Employee is employed in, or, was
formerly employed in the State of California, by signing this Release, the Employee hereby waives and relinquish all rights and
benefits which the Employee may have under Section 1542 of the California Civil Code and under the law of any other state
or jurisdiction to the same or similar effect.


 


7.Should any provision
hereof be invalid or otherwise unenforceable under any law, such provision affected will be curtailed and limited to the extent
necessary to bring it within the requirements of such law, and the remaining provisions of this Release will remain in full force
and effect and be fully valid and enforceable.


 


8.The Employee
is hereby advised and encouraged by the Company to consult with his own independent counsel before signing this Release. The Employee
represents and agrees (i) that the Employee has, to the extent he desires, discussed all aspects of this Release with his attorney,
(ii) that the Employee has carefully read and fully understands all of the provisions of this Release and (iii) that the Employee
is voluntarily entering into this Release.


 


9.This Release
shall be governed by, and construed in accordance with, the laws of the State of [insert state of residence], without giving effect
to the conflict of laws principles thereof.


 


This Release is executed
as of the ____ day of ____________, 20__.


 


 


	 	 	 
	 	[Employee]	 


  






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