SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2016, between xG Technology, Inc. (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
5% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 29, 2016Convertible Security Agreement • February 3rd, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
THIS 5% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Promissory 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 5% Senior Secured Convertible Promissory Note due February 29, 2016 (the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • February 3rd, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
This SECURITY AGREEMENT, dated as of January 29, 2016 (this “Agreement”), is among xG Technology, Inc. (the “Company”), all of the Subsidiaries of the Company, which Subsidiaries are set forth on Schedule 1 hereto the Subsidiaries, and together with the Company, collectively the “Debtors”) and the holders of the Company’s 5% Senior Secured Convertible Promissory Notes in the original aggregate principal amount of $[500,000] due on or about February 29, 2016 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 3rd, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
This Asset Purchase Agreement (this "Agreement"), dated as of January 29, 2016, is entered into between Integrated Microwave Technologies, LLC, a Delaware limited liability company with its principal place of business at 200 International Drive, Mt. Olive, New Jersey 07828 ("Seller") and xG Technology, Inc., a Delaware corporation, with its principal place of business at 240 South Pineapple Avenue, Suite 701, Sarasota, Florida, 34236 ("Buyer").
ContractSenior Note • February 3rd, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.
ContractSenior Note • February 3rd, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.
