FORM OF WARRANT] xG TECHNOLOGY, INC. Warrant To Purchase Common StockWarrant to Purchase Common Stock • February 10th, 2017 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
Contract Type FiledFebruary 10th, 2017 Company Industry JurisdictionThe Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (File No. 333-197820) (as the same may be amended from time to time, the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “1933 Act”) of, among other securities, the Warrants and the Warrant Shares, and such Registration Statement was declared effective on August 21, 2014, and subsequently filed a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission on February 9, 2017. This Warrant is one of the Warrants to Purchase Common Stock issued pursuant to Section 2 of that certain Underwriting Agreement, dated as of February 8, 2017 (the “UA”), by and among the Company and Aegis Capital Corp.
FORM OF WARRANT] RIT TECHNOLOGIES LTD Warrant To Purchase Common StockWarrant to Purchase Common Stock • November 18th, 2013 • Rit Technologies LTD • Communications equipment, nec • New York
Contract Type FiledNovember 18th, 2013 Company Industry JurisdictionRit Technologies Ltd, a company incorporated in the State of Israel (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the , but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________] (subject to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 14. This Warran