Ex 10.29


 


xMax Equipment 


 


Purchase Agreement 


 


xMax Equipment Purchase Agreement


 




    	1



    	 



    

 


xMax Equipment
Purchase Agreement 


 


PARTIES


 


THIS AGREEMENT, effective the 24th
day of November, 2012, by and between xG Technology, Inc., (“XGT”) doing business at 240 South
Pineapple Avenue, Suite 701, Sarasota, Florida 34236, and Electra Telephone Company, Inc., (hereinafter “Electra”
or “Customer”) doing business at 221 N Main Street, Electra, TX 76360. XGT and Customer are collectively referred
to as the “Parties” or each “Party” throughout this Agreement.


 


This Agreement is subject to that AGREEMENT
FOR ENGINEERING SERVICES, effective on even date between the Parties. 


 


BACKGROUND


 


Electra Telephone Company was established
in 1908. The area benefitted from an oil boom in 1911 and more than tripled in size. The entire system was destroyed by a fire
in 1918. A.L. Robb and his family maintained the company until 1988. They introduced dial service to the company in 1953.


 


In 1988 the telephone company was purchased
by Townes Telecommunications. The system was improved and a DMS 10 switch was installed. Over 190 miles of cable plant improvement
was completed by 1994.


 


Whereas the low population density base
of Electra’s rural territory cannot economically support the high network costs required to provide telephone and Internet
services at affordable end-user rates;


 


And, whereas financial support from federal
subsidy mechanisms is central to Electra’s ability to economically provide such services;


 


And, whereas recent reforms to said federal
subsidy mechanisms now require the deployment of high-quality, affordable broadband in order to maintain eligibility;


 


And, whereas XGT is a technology company
that has developed innovative, patented communications technologies (xMax) which include, but are not limited to, cognitive radio
solutions with the potential to offer carrier-class mobile broadband services operating in license-free spectrum using an end-to-end
Internet Protocol (IP) system;


 


And, whereas Electra Telephone Company
wishes to purchase sufficient quantities of xMax equipment for the servicing of their existing customers, as well as any
additional customers that offering xMax services may bring (see Schedule A);


 


xMax Equipment Purchase Agreement


 




    	2



    	 



    

 


And whereas XGT has conducted a preliminary
engineering survey and network estimate of the cost to design and build a wireless broadband network for Customer;


 


And whereas simultaneous with this Agreement,
Customer enters into a separate Engineering Services Agreement with XGT to design and build a wireless broadband network using
xMax equipment;


 


And, whereas Electra Telephone Company
wishes to purchase and XGT wishes to supply xMax equipment to Electra Telephone Company, for use with its existing and future customer
base, on an exclusive basis within its service area;


 


And, whereas certain of the xMax equipment
is subject to regulation and prior approval by the Federal Communications Commission (FCC), which approval has not been granted
as of the date of this Agreement;


 


NOW THEREFORE, in consideration of the
mutual covenants and promises hereinafter set forth, the parties hereto agree as follows:


 


AGREED TERMS


 


		1.	PURCHASE AND SUPPLY OF xMAX EQUIPMENT



 


1.1     
    In accordance with, and subject to, the terms and conditions of this Agreement (including, without
limitation, the Terms and Conditions of Supply set out in Schedule B), the Customer shall purchase and XGT shall supply such
quantities of xMax equipment at such prices as are specified in Schedule A, conditioned upon the Customer having obtained
favorable financing, such favorable financing to be determined at Customer’s sole discretion. XGT will execute this
order upon notice from the Customer of acceptable finance.


 


1.2      
   The quantities of xMax equipment specified in Schedule A have been determined and agreed between the
parties based upon a preliminary engineering survey and network estimate conducted by XGT in co-operation with the Customer
and the subscriber uptake and coverage assumptions made therein. If the Customer wishes to purchase xMax equipment additional
to the quantities specified in Schedule A and serves (an) additional order(s) on XGT then XGT agrees to supply such
additional equipment at the prices specified in Schedule A, subject to XGT having served on the Customer a price change
notice prior to service of any such additional order, in which case the prices specified in such price change notice shall
apply. Save as provided as to price in the preceding sentence, each additional order shall be deemed to be a separate offer
by the Customer to purchase xMax equipment on the terms of this Agreement, which XGT shall be free to accept or decline at
its absolute discretion. If the Customer does not require the amount of xMax equipment specified in Schedule A, then XGT
agrees that Customer may return any unused equipment and receive a refund of any such additional equipment at the
prices specified in Schedule A.


 


xMax Equipment Purchase Agreement


 




    	3



    	 



    

 


2. FORCE MAJEURE


 


2.1 XGT shall not be liable for any damage,
delays or failures to perform any obligation hereunder caused by factors beyond its reasonable ability to control, including (without
limitation) changes in government regulations, acts of God, labor shortages, strikes, slowdowns, or other combined action of workmen,
fires, floods, earthquakes, severe weather, serious accidents, epidemics, quarantines, wars, insurrections or riots, acts of civil
or military authorities, transportation embargoes, destruction of production facilities, delays, shortages or interruptions to
delivery of components and materials, , to the extent that (i) the delay extends more than thirty (30) days, (ii) was not caused
by or the result of any conduct of XGT and (iii) was not reasonably foreseeable by XGT. In the event of an concurrence under Article
2, XGT may in its sole discretion allocate available goods among customers as it may determine or cancel orders without liability
for any part thereof not shipped to the Customer upon refunding any allocable advance payments received for the canceled portion.



 


3. INTEREST AND ATTORNEY'S FEES


 


3.1      
   Interest in the amount of 5% per year may be charged by XGT on accounts past due for more than ninety (90)
days


 


3.2      
  The prevailing Party to any dispute
related to this Agreement or the enforcement of this Agreement shall be entitled to reasonable and necessary attorney’s fees
and costs from the non-prevailing Party.


 


4. PENALTY CLAUSES


 


4.1      
   XGT assumes no liability arising from penalty or liquidated damage clauses of any kind, written or implied,
unless approved in writing by XGT's duly authorized representative.


 


5. INDEMNITY


 


5.1  
      Each party agrees to indemnify and hold the other harmless from and against any liability,
direct loss, damages (including but not limited to consequential damages, lost profits, damage to good will, , costs, and or
expenses) and attorney’s fees incurred as a direct result of the other party’s breach conduct of this Agreement.,
whether the claims are based in tort or contract. XGT further indemnifies and holds Electra Telephone Co. harmless from and
against any liability, loss, damages (including but not limited to consequential damages, lost profits, damage to good will,
costs, and or expenses) and attorney’s fees incurred as a result of any conduct of XGT’s Personnel.


 


xMax Equipment Purchase Agreement


 




    	4



    	 



    

 


6. LIMITED WARRANTY


 


6.1           XGT warrants that all goods manufactured
and sold by it will be free from defect and in accordance with the highest professional standards of workmanship and materially
conform to agreed specifications in accordance with federal law. . XGT further warrants that during the duration of the Agreement
and for a period of two (2) years after the effective termination date, the Services will be conducted in accordance with industry
standards and materially conform to agreed specifications, and XGT will undertake to take any action reasonably necessary to rectify,
correct, repair or replace any non-conforming, defective or failing products and provide Services necessary to maintain the xMax
wireless broadband network contemplated by this Agreement


 


8. PROPRIETARY RIGHTS


 


8.1          Each Party shall
continue to own all Background Technology (meaning all intellectual property rights and know-how, technical design, engineering
and test data, manufacturing methodology, software, algorithms and other information and technology already owned or possessed
by, known to, developed by or for one of the parties independent of the contract work performed hereunder, or with respect to which
a Party may grant licenses to the other Party hereunder prior to or outside of the performance of this Agreement) it has provided
to the other Party hereunder.


 


8.2          Technology developed by XGT and
which does not to any extent contain any of Customer’s Background Technology shall be the property of XGT.


 


9. WAIVER


 


9.1          Failure by any party hereto to
enforce any of the provisions of this Agreement, or any rights with respect hereto, or failure to exercise any election provided
for herein, shall in no way be considered a waiver of such provisions, rights, or elections or in any way affect the validity of
this Agreement. The failure by any party to enforce any of said provisions, rights or elections shall not prejudice such party
from later enforcing or exercising the same or any other provisions, rights, or elections it may have under this Agreement.


 


		10.	FCC APPROVAL



 


		10.1	Customer is hereby advised that certain of the equipment specified in Schedule A is subject to
the FCC’s Rules (47 CFR §§ 2 and 15) and that such equipment will comply with the appropriate rules prior to delivery
of such equipment; and, notwithstanding anything to the contrary in this Agreement, delivery of the equipment specified in Schedule
A is contingent upon XGT’s compliance with the applicable equipment authorization and technical requirements of the FCC’s
Rules (47 CFR §§ 2 and 15).



 


xMax Equipment Purchase Agreement


 




    	5



    	 



    

 


		11.	NOTICES



 


		11.1	All notices provided for in this Agreement shall be given in writing either by personal delivery
of such notice, or by depositing the same, postage prepaid, in United States certified mail, return receipt requested mail addressed
to the parties respectively at the following addresses:



 


	 	XGT:	xG Technology, Inc.
	 	 	240 South Pineapple Avenue, Suite 701,
	 	 	Sarasota, Florida 34236,
	 	 	 
	 	Customer:	Electra Telephone Company
	 	 	221 N Main Street
	 	 	Electra, TX 76360
	 	 	Attn:  __________________________
	 	 	 
	 	With copy to:	John T. Palter 
	 	 	Riney Palter PLLC
	 	 	5949 Sherry Lane, Suite 1616
	 	 	Dallas, Texas 75225


 


12. MODIFICATIONS MUST BE IN
WRITING


 


12.1        The terms and conditions
of this Agreement shall not be modified or rescinded by agreement, conduct or waiver unless specifically agreed to in writing and
executed by each of the Parties’ duly authorized representative.


 


13. SEVERABILITY


 


13.1        The invalidity or unenforceability
by law of all, or part of this Agreement, including any of the terms and conditions set forth in Schedule C, shall not invalidate
the remainder of the Agreement or such terms and conditions and will not affect the other provisions hereof, and this Agreement
and the terms and conditions will be construed in all respects as if such invalid or unenforceable provision were omitted.


 


xMax Equipment Purchase Agreement


 




    	6



    	 



    

 


14. HEADINGS AND TITLES


 


14.1        All headings and titles in this
Agreement have been inserted only to facilitate reference and shall not be taken into account in the interpretation of this Agreement.


 


15. ASSIGNMENT


 


15.1        Neither party shall have the right
to assign or transfer any duties, rights or obligations due hereunder without the express written consent of the other party. .


 


16. ENTIRE AGREEMENT


 


16.1        This Agreement constitutes and
expresses the entire agreement of the parties as to the equipment supplies to be provided hereunder. Except for the Non-Disclosure
Agreement signed by the parties on September 4th 2012 which remains in full force and effect, All other previous matters,
agreements, understandings and representations of whatever nature relating to this Agreement, either oral or written, are hereby
superseded or canceled. No subsequent modification shall be valid unless and until reduced to writing and signed by the parties
hereto.


 


17. CHOICE OF LAW AND CONSENT
TO JURISDICTION


 


17.1        This Agreement, including the terms
and conditions set out in Schedule C, shall be construed and governed by the laws of the State of Florida. Customer agrees that
any action to collect payment of an invoice or enforce any of provision of this Agreement or the terms and conditions may be brought
in a court of competent jurisdiction in Sarasota County, Florida.


 


18. MARKETING


 


18.1        Both parties agree that this contract
can be publicly announced and jointly marketed for the mutual benefit of each.


 


19. CERTIFICATIONS


 


19.1        There is an exception in the FCC’s
regulations to the general prohibition rule, governing the marketing and sale of RF equipment prior to receiving FCC equipment
certification, in FCC Rule Section 2.803(d), for the offer for sale to business and commercial users (but not an
offer for sale to other parties or to end users located in a residential environment) of an RF device that is in the conceptual,
developmental or pre-production stage provided  that the prospective buyer is advised in writing at the time
of the offer for sale that the equipment is subject to the FCC rules and that the equipment will comply with the appropriate rules
prior to delivery of the equipment. This contract is hereby made subject to such advisory and FCC regulations.


 


xMax Equipment Purchase Agreement


 




    	7



    	 



    

 


IN WITNESS WHEREOF, the Parties hereto
have caused this Agreement to be executed in duplicate and their signatures affixed thereto as of the day and year first above
written.


 


	 	 	 
	Electra Telephone Company	 	xG Technology, Inc.
	 	 	 	 	 
	By:	/s/ Larry C. Townes	 	By:	/s/ John C. Coleman
	 	 	 	 	 
	Title:	President	 	Title:	CEO
	 	 	 	 	 
	 	 	 	Date: 11/24/2012


 


xMax Equipment Purchase Agreement


 




    	8



    	 



    

 


SCHEDULE A - EQUIPMENT ORDER 


 


	Product	 	Qty.	 	Unit Price	 	 	Ext. Price	 
	xAP  (Network Access Points) 2.5	 	18	 	$	15,000	 	 	$	270,000	 
	xMSC- mini	 	1	 	$	49,999	 	 	$	49,999	 
	xMOD 2.5	 	100	 	$	100	 	 	$	10,000	 
	xG Voice Application	 	48	 	$	10	 	 	$	480	 
	xDrive Software(1 Seat)	 	1	 	$	3,500	 	 	$	3,500	 
	MIMO Antennas (2 per xAP)	 	36	 	$	500	 	 	$	18,000	 
	Subtotal	 	 	 	 	 	 	 	$	351,979	 



 


*Package price includes volume
discount – up to 8 xMods per xAP will be available for each xAP purchase.


 


All poles, masts, towers, sites, power,
access to the Internet through Electra’s DSL and Fiber network access or otherwise and other infrastructure not expressly
provided for above are to be provided by Customer at Customer’s entire expense (whereas network design and build services
are to be provided by XGT under an Engineering Services Agreement being entered into simultaneously to this Agreement).


 


xMax Equipment Purchase Agreement


 




    	9



    	 



    

 


SCHEDULE B – TERMS AND CONDITIONS
OF SUPPLY


 


All prices are given and all orders are
accepted and all sales are expressly made conditional on Customer's assent to these terms and conditions notwithstanding any offers
to purchase by Customer containing different or additional provisions. Customer's acceptance of the goods shall, in any event,
constitute acceptance of these terms and conditions, and Customer's agreement that they control over any terms, correspondence
or forms supplied by Customer at any stage of the transaction.


 


PRICES


Customer's modifications shall not be effective
unless accepted in writing by XGT’s duly authorized representative (which acceptance may or may not be given at XGT’s
entire discretion). Acceptance may be conditioned upon Customer's acceptance of intervening price changes and price changes related
to such modifications or any other conditions proposed by XGT.


 


TAXES


The amount of any present or future sales,
use, excise, or similar taxes, applicable to the ordered goods shall be added to the price and paid by the Customer, unless the
Customer timely provides XGT with a tax exemption certificate acceptable to XGT with the order.


 


PRODUCT MODIFICATIONS AND SUBSTITUTIONS


XGT reserves the right to change or modify
at any time any product or any materials used in the fabrication of products, or to discontinue the manufacture of any product,
without any obligation or other liability with respect thereto.


 


PAYMENT


Payment for xMax products shall be made
by Customer, within 30 days of equipment receipt.


 


SHIPMENT AND DELIVERY


All xMax Products shall be delivered FCA
(Incoterms 2000), XGT’s facility. XGT reserves the right to make partial shipments. Pro rata payments become due as partial
shipments are made. Delivery information and schedules are approximate.  Delivery is contingent upon satisfaction of the condition
in Paragraph 10 of this Agreement.


 


DAMAGED OR LOST SHIPMENTS


When goods have been delivered to a carrier
for shipment, the risk of loss passes to the Customer and XGT's responsibility for delivery ends, but XGT agrees to furnish duplicate
bills of lading and otherwise render reasonable assistance in making claims for damages against the carrier. Shipment should be
examined carefully before being accepted from the carrier. XGT assumes no responsibility for damages after having received "in
good order" receipts from a carrier at shipping point and all loss, damage and delay in transit are at Electra’s risk.


 


xMax Equipment Purchase Agreement


 




    	10



    	 



    

 


If goods are damaged with their container
intact, Customer must file a fully completed "Concealed Damage Report" with the carrier and, in any event, send a copy
thereof to XGT within 24 hours after receipt of shipment by Customer. Claims for shortages or non-conforming shipments must be
made in writing and sent to XGT within 5 days of Customer's receipt of shipment. Failure to give such notice shall be deemed unqualified
acceptance and a waiver by the Customer with any claim with respect to the shipment.


 


CANCELLATION


After acceptance of an order by XGT, orders
cannot be canceled by Customer without XGT's written consent (which consent may or may not be given at XGT’s entire discretion)
and then only upon terms that will compensate XGT for all costs and expenses (including any engineering and /or fabrication charges)
applicable to the canceled order.


 


RETURNS


XGT will not accept goods for return or
credit, other than for claimed warranty, unless XGT’s written permission has been first obtained (which permission may not
be reasonably withheld) and Customer receives a returned material authorization form issued by XGT's duly authorized representative.
Risk of loss for returned goods will remain with Customer and Customer shall reimburse XGT for any costs it incurs in connection
with the shipment and return of goods including, but not limited to a 5% handling, examination, and re-packing charge. Goods fabricated
to order are not returnable under any circumstances except for approved warranty claim. 


 


CONDITIONS OF RESALE


All the terms and conditions set out herein
shall be binding upon Customer and all subsequent owners and users of these goods. Without limitation of the foregoing, however,
the goods identified herein are subject to the condition that they shall not, nor any portion of them, by way of trade or otherwise,
be lent, resold, or otherwise conveyed without similar conditions, including this condition, being imposed on subsequent borrower,
purchaser, or transferee.


 


CUSTOMER'S MODIFYING OR CONFLICTING
TERMS


All orders are accepted and all sales are
made subject only to the terms and conditions of this Agreement, including the terms and conditions set out in this Schedule B.,
This statement is intended as a final, complete, and exclusive statement of the parties' agreement. All statements, representations,
agreements, changes of any kind and agreements not incorporated herein are excluded and are superseded hereby. No course of prior
dealings between XGT and Customer and no usage of trade shall be used to supplement any term used in this Agreement. Acceptance
or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this
Agreement.


 


xMax Equipment Purchase Agreement


 




    	11