0001144204-16-138812 Sample Contracts

Form of Underwriter’s Warrant Agreement
xG TECHNOLOGY, INC. • December 9th, 2016 • Communications equipment, nec • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

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XG TECHNOLOGY, INC. WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • December 9th, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of _______, 2016 (the “Issuance Date”), between xG Technology, Inc., a Delaware corporation, with offices at 240 S. Pineapple Ave., Suite 701, Sarasota, Florida 34236 (“Company”), and Continental Stock Transfer & Trust Co., with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (“Warrant Agent”).

UNDERWRITING AGREEMENT between xG TECHNOLOGY, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • December 9th, 2016 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
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