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THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITIES MENTIONED HEREIN, NOR SHALL ANY INFORMATION CONTAINED
HEREIN CONSTITUTE LEGAL, TAX, ACCOUNTING OR INVESTMENT ADVICE OR SERVICES.
NOTICE OF POTENTIAL ELIGIBILITY OF FORMER STOCKHOLDERS
TO RECEIVE PAYMENT IN CONNECTION WITH CIG WIRELESS CORP. MERGER
IF YOU HELD SHARES OF SERIES B PREFERRED STOCK OR COMMON STOCK IN CiG WIRELESS
CORP. AS OF MAY 15, 2015, YOU MAY BE ELIGIBLE TO RECEIVE PAYMENT IN CONNECTION
WITH THIS MERGER.
The purpose of this Notice is to inform you of: (i) your potential eligibility to receive an allocation from the
payment fund (as further described herein, the “Payment Fund”) established in connection with the closing on
May 15, 2015 (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger, dated as
of March 20, 2015, by and among CiG Wireless Corp. (the “Company”), Vertical Bridge Acquisitions, LLC
and Vertical Steel Merger Sub Inc. (as amended, the “Merger Agreement”),1 and (ii) the process for submitting
claims therefore. This Notice describes what steps you must take if you wish to receive a payment from the
Payment Fund. We encourage you to read this notice and all of its attachments, and the instructions for the
completion and submission of claims documentation, as well as the Information Statement2 and all of its
attachments, which are available at www.CiGWirelessPaymentFund.com.
Eligible Holders: Former holders of the Company’s Series B Preferred Stock and/or Common Stock as of May
15, 2015, which represents the date on which the Merger became effective (collectively, the “Eligible
Holders”).
Payment Fund: Pursuant to the terms of the Merger Agreement, and as a result of the liquidation preference of
the Company’s Series A Preferred Stock and the outstanding indebtedness of the Company, holders of the
Company’s Series B Preferred Stock and Common Stock were not entitled to receive any of the Merger
Consideration, and their shares were canceled in the Merger. However, the Company entered into a Funding
Agreement (as amended, the “Funding Agreement”) with Fir Tree Capital Opportunity (LN) Master Fund, L.P.
and Fir Tree REF III Tower LLC (together, the “Series A Holders”), pursuant to which the Series A Holders
agreed to allocate a portion of the Merger Consideration received by them to the Eligible Holders. Accordingly,
the Series A Holders will deposit, on or before May 30, 2015, $2,250,000 into a disbursement account for such
purpose, which will constitute the Payment Fund.
Allocation: Pursuant to the terms of the Funding Agreement, the allocation of the Payment Fund among the
Eligible Holders is $0.83 per share of Series B Preferred Stock and $0.01 per share of Common Stock. Any
balance of the Payment Fund remaining on the four month anniversary of the date of its funding will be released
back to the Series A Holders and such amount shall cease to be payable to any Eligible Holder, regardless of
whether any proofs of claims are then pending or being processed.
1
This Notice incorporates by reference the definitions in the Agreement and Plan of Merger, dated as of March 20, 2015, by and among CiG
Wireless Corp. (the “Company”), Vertical Bridge Acquisitions, LLC and Vertical Steel Merger Sub Inc. (as amended, the “Merger Agreement”), and
all capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Merger Agreement.
2
The Merger Agreement, including the first amendment thereto, and the Funding Agreement (as defined herein) were included as Annexes to the
Company’s Definitive Information Statement on Schedule 14C, as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2015 (as
amended, the “Information Statement”). The second amendment to the Merger Agreement and the amendment to the Funding Agreement were
included as Annexes to Amendment No. 1 to the Information Statement, as filed with the SEC on May 7, 2015.
CWMNOT1
Deadlines:
To Submit Proof of Claim:
August 28, 2015
Termination Date:
Four month anniversary of the funding of the Payment Fund, which is
expected to occur on September 29, 2015
More Information:
Claims Administrator:
CiG Wireless Corp. Merger
c/o KCC Class Action Services
P.O. Box 40008
College Station , TX 77842-4008
1-866-431-3862
www.CiGWirelessPaymentFund.com
BASIC INFORMATION
1. Why Did I Get This Notice Package?
This Notice is being sent to you because you or someone in your family may have held shares of Series B
Preferred Stock or Common Stock of CiG Wireless Corp. as of May 15, 2015.
This package explains the Payment Fund established in connection with the Merger, what payments may be
available to you, who is eligible for them, and how to get them. The purpose of this Notice is to inform you
of certain terms of the Funding Agreement and how you might be affected.
2. Why is there a Payment Fund?
On May 15, 2015, the Closing of the Merger occurred. Pursuant to the terms of the Merger Agreement, and
as a result of the liquidation preference of the Company’s Series A Preferred Stock and the outstanding
indebtedness of the Company, holders of the Company’s Series B Preferred Stock and Common Stock were
not entitled to receive any of the Merger Consideration, and their shares were canceled in the Merger. In
connection with the transactions contemplated by the Merger Agreement, the Company and the Series A
Holders entered into a Funding Agreement, under which the Series A Holders have allocated the amount of
$2,250,000 to be disbursed to Eligible Holders, subject to the satisfaction by such Eligible Holders of
certain conditions described in this Notice and in the Proof of Claim and Release Form (“Proof of Claim”)
that is included with this Notice.
WHO IS ELIGIBLE FOR POTENTIAL PAYMENT
To see if you are eligible to receive payment from the Payment Fund, you first have to determine if you are
an Eligible Holder.
3. How Do I Know if I Am Eligible to Receive Payment?
The class of Eligible Holders includes all Persons who held CiG Wireless Corp. Common Stock or Series B
Preferred Stock as of May 15, 2015.
4. I’m Still Not Sure if I Am an Eligible Holder.
If you are still not sure whether you are included, you can ask for free help. You can call the Claims
Administrator at 1-866-431-3862 for more information. Or you can fill out and return the Proof of Claim
described in Question 8, to see if you qualify.
THE PAYMENT FUND — WHAT YOU GET
6. What Does the Funding Agreement Provide?
The Funding Agreement provides that the Series A Holders will deposit $2,250,000 of the Merger
Consideration into the Payment Fund for potential disbursement to the Eligible Holders.
7. How Much Will My Payment Be?
Pursuant to the terms of the Funding Agreement, the allocation of the Payment Fund among the Eligible
Holders is $0.83 per share of Series B Preferred Stock and $0.01 per share of Common Stock (the
“Allocation Schedule”). To be eligible for payment, an Eligible Holder must properly complete and timely
submit a valid Proof of Claim, as further described in Question 8.
HOW YOU GET A PAYMENT — SUBMITTING A CLAIM FORM
8. How Will I Get a Payment?
To qualify for payment, you must be an Eligible Holder and you must send in a Proof of Claim. A Proof of
Claim form is enclosed with this Notice.3 Read the instructions carefully, fill out the form, include all the
documents the form asks for, sign it, and mail it to: CiG Wireless Corp. Merger Claims Administrator, P.O.
Box 40008, College Station, TX 77842-4008 so that it is postmarked no later than August 28, 2015.
THE PROOF OF CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S), OR THE
LEGAL REPRESENTATIVE OF SUCH OWNER(S), OF THE COMPANY’S SERIES B PREFERRED
STOCK AND/OR COMMON STOCK UPON WHICH SUCH CLAIM IS BASED.
9. When Will I Get My Payment?
It will take time for all the submitted Proof of Claims to be processed. Everyone who sends in a Proof of
Claim will be informed of the determination with respect to their claim. Please be patient. The Payment
Fund is expected to terminate on September 29, 2015 and no disbursements will be made thereafter,
regardless of whether any proofs of claim are then pending or being processed. Therefore, all Proof of
Claim submissions must be postmarked no later than August 28, 2015 for processing.
3
A claim form can also be obtained at www.CiGWirelessPaymentFund.com.
IF YOU DO NOTHING
10. What Happens if I Do Nothing at All?
If you do nothing, you will not receive any payment from the Payment Fund.
GETTING MORE INFORMATION
11. Are There More Details About the Merger and the Funding Agreement?
This Notice summarizes certain terms of the Merger and the Funding Agreement. More detailed information is
set forth in the Information Statement. You can obtain a copy of the Information Statement, the Merger
Agreement and the Funding Agreement at www.CiGWirelessPaymentFund.com or by calling KCC at 1-866431-3862 or by writing to KCC at CiG Wireless Corp. Merger Claims Administrator, P.O. Box 40008,
College Station, TX 77842-4008.
12. How Do I Get More Information?
You can call the Claims Administrator toll-free at 1-866-431-3862, or send an email to
[email protected],
or
visit
the
Claims
Administrator’s
website
at
www.CiGWirelessPaymentFund.com. You can also write to KCC at CiG Wireless Corp. Merger Claims
Administrator, P.O. Box 40008, College Station, TX 77842-4008.
ALL QUESTIONS OR REQUESTS SHOULD BE MADE TO KCC,
THE CLAIMS ADMINISTRATOR.
PLEASE DO NOT CONTACT THE COMPANY, FIR TREE INC. OR
THE SERIES A HOLDERS REGARDING THIS NOTICE.