0001144204-13-013400 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Delaware

This INDEMNITY AGREEMENT (the “Agreement”) is dated as of [__] [____] 2013, and is made by and between xG Technology, Inc. a Delaware corporation (the “Company”), and [_____], an officer or director of the Company (the “Indemnitee”).

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xG TECHNOLOGY, INC. STOCK OPTION AGREEMENT
Restricted Stock Award Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Delaware

Unless the context clearly indicates otherwise, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Company’s Long-term Incentive Plan of 2013.

CONSULTANCY AGREEMENT
Consultancy Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Florida

xG Technology, Inc. a company organized under the laws of Delaware having its principal place of business at 240 S. Pineapple Ave., Sarasota, FL 34236 as duly represented by Roger G. Branton (hereafter "xG Technology ").

LOAN FACILITY
Security Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Florida

LOAN FACILITY dated and effective as of February 7, 2011, among xG Technology, Inc., a Delaware corporation (the “Borrower”) and MB Technology Holdings, LLC (the “Lender”).

xG TECHNOLOGY, INC. - and - MATS WENNBERG WARRANT AGREEMENT
Warrant Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec
xMax Equipment Purchase Agreement NAME OF COMPANY
Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Florida

THIS AGREEMENT, effective the day of , , by and between xG Technology, Inc., (“XGT”) doing business at 240 South Pineapple Avenue, Suite 701, Sarasota, Florida 34236, and NAME OF COMPANY (hereinafter “NAME” or “Customer”) doing business at ADDRESS. XGT and Customer are collectively referred to as the “Parties” or each “Party” throughout this Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec

This Employment Agreement (“Agreement”) is made on this 31st day of August, 2011, between xG Technology, Inc.(“Company”), having a principal place of business at Sarasota, Florida, and John C. Coleman (“Executive”), who currently maintains a residence in Florida at 2011 N. Ocean Blvd, Ft. Lauderdale, Fl. 33305.

MARKET AGREEMENT
Market Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Florida

This MARKET AGREEMENT (the “Agreement”), is entered into as of December, 2011 (the “Effective Date”) by and between xG Technology, Inc. (“XG”) and Care21 Limited (“CARE21”) and MB Technology Holdings, LLC (“MBTH”).

Tuesday, June 2, 2008 CONFIDENTIAL Mr. Mats Wennberg xG Technology, LLC
xG TECHNOLOGY, INC. • March 7th, 2013 • Communications equipment, nec
SEVENTH MODIFICATION TO LEASE AGREEMENT (xG TECHNOLOGY, INC.)
Lease Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec

THIS SEVENTH MODIFICATION TO LEASE AGREEMENT (the "Seventh Modification") is made and entered into as of this 19th day of April, 2012, by and between ATRIUM 93, LLC (the "Potential Landlord" or “Landlord”), who is successor in interest to ATC REALTY ONE, LLC, who is successor in interest to Rodney K. Longman, and xG TECHNOLOGY, INC. (the "Tenant").

Employee Option Award Letter xG Technology, Inc. OPTION AGREEMENT
Option Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Florida

This Option Agreement is effective and entered into as of DATE (the “Date of Grant”), by and between xG Technology, Inc., (the “Company”), and NAME (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2009 Stock Incentive Plan (the “Plan”). The Company intends that this Option will constitute

Agreement
Agreement • March 7th, 2013 • xG TECHNOLOGY, INC. • Communications equipment, nec • Florida
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