SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2018 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 3, 2018, between xG Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2018 • xG TECHNOLOGY, INC. • Communications equipment, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2018, between xG Technology, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 4th, 2018 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
This SECURITY AGREEMENT, dated as of December 3, 2018 (this “Agreement”), is among xG Technology, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Debentures due September 30, 2019, in the original aggregate principal amount of $3,684,211 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 4th, 2018 • xG TECHNOLOGY, INC. • Communications equipment, nec • New York
SUBSIDIARY GUARANTEE, dated as of December 3, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between xG Technology, Inc., a Delaware corporation (the “Company”) and the Purchasers.
Second Amended and Restated 6% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2019xG TECHNOLOGY, INC. • December 4th, 2018 • Communications equipment, nec • New York
THIS SECOND AMENDED AND RESTATED 6% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Second Amended and Restated 6% Senior Secured Convertible Debentures of xG Technology, Inc., a Delaware corporation (the “Company”), having its principal place of business at 240 S. Pineapple Avenue, Suite 701 Sarasota, Florida 34236, designated as its 6% Senior Secured Convertible Debenture due September 30, 2019 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture amends and restates the original 6% Senior Secured Convertible Debenture due May 29, 2019, issued to the Holder on May 29, 2018, as amended and restated on October 9, 2018, by the first Amended and Restated 6% Senior Secured Convertible Debenture due May 29, 2019.
TO: The Purchasers of xG Technology, Inc., 10% Senior Secured Convertible DebenturesxG TECHNOLOGY, INC. • December 4th, 2018 • Communications equipment, nec
This letter will confirm my agreement to vote all shares of xG Technology, Inc. (“XGTI”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of XGTI to approve the issuance, in the aggregate, of more than 19.99% of the number of shares of common stock of XGTI outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated December 3, 2018, by and between XGTI and each purchaser signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me.
10% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2019xG TECHNOLOGY, INC. • December 4th, 2018 • Communications equipment, nec • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of xG Technology, Inc., a Delaware corporation (the “Company”), having its principal place of business at 240 S. Pineapple Avenue, Suite 701 Sarasota, Florida 34236, designated as its 10% Senior Secured Convertible Debenture due September 30, 2019 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
