0001144204-15-043181 Sample Contracts

8% Original Issue Discount CONVERTIBLE NOTE DUE January 14, 2016
Convertible Security Agreement • July 20th, 2015 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York

THIS 8% ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% Original Issue Discount Convertible Notes of xG Technology, Inc. (the “Company”), having its principal place of business at 240 S. Pineapple Avenue, Suite 701, Sarasota, FL, 34236, designated as its 8% Original Issue Discount Convertible Note due January 14, 2016 (the “Note” and, collectively with the other Notes of such series, the “Notes”).

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xG Letterhead]
Securities Purchase Agreement • July 20th, 2015 • xG TECHNOLOGY, INC. • Communications equipment, nec

Reference is made to the Purchase Agreement, a copy of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined in this letter of amendment (“Letter Agreement”) have the respective meanings ascribed to them in the Purchase Agreement and other Transaction Documents, as that term is defined.

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