CIG Wireless Corp. (fka CIGW)

[holter]

I say this lending arrangement was set up to screw the common shareholders from the beginning and I believe the management of the company had to be in on it from the start full well knowing the impact on the common shareholder that they were soliciting to inject money into the company.

First Point is:

Funding Agreement

Concurrently with the execution and delivery of the Merger Agreement, on March 20, 2015, the Company entered into a Funding Agreement (the “Funding Agreement”) with Fir Tree.

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



The foregoing description of the Funding Agreement is summary in nature and therefore necessarily omits certain details contained therein; as such it is subject to and qualified in its entirety by reference to the Funding Agreement, which is attached as Exhibit 10.3 to this report and incorporated herein by reference.

The second point is:

These are the ones that make up the Special Committee that will determine the above Funding Agreement.

Executive Officers and Directors:
Paul McGinn, Chief Executive Officer, President and Director 6,367,890 (6) 7.5 % 50,000 *
Grant Barber, Director 189,537 (7) * - -
Gabriel Margent, Director 189,537 (8) * - -
Jarret Cohen, Director (9) - - - -
Scott Troeller, Director (9) - - - -
Romain Gay-Crosier, Chief Financial Officer and Treasurer 638,109 (10) * - -
All Executive Officers and Directors as a Group 7,385,073 (11) 8.7 % 50,000 *

* Represents less than 1%.

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