Exhibit 4.2


 





AMENDMENT NO. 1 TO 


WARRANT TO PURCHASE COMMON STOCK


 


This AMENDMENT NO.
1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of April 29, 2016, (the “Effective Date”)
is entered into by xG Technology, Inc. (the “Company”), and [Holder] or its assigns (the “Holder”)
of the Original Warrant (as defined below).


 


Recitals


 


WHEREAS, [HOLDER]
the registered holder hereof or its permitted assigns (the “Holder”), was issued that certain WARRANT TO PURCHASE
COMMON STOCK, by the Company, dated February 29, 2016; and


 


WHEREAS, the
Holder is entitled to purchase from Company, at the Exercise Price (as defined below) then in effect, upon exercise of a Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
“Original Warrant”), certain fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant
Shares”) registered pursuant to the Company’s Registration Statement on Form S-1 (File Number 333-208650); and


 


WHEREAS,
the Warrant Shares were initially exercisable at the exercise price of $0.21 (the “Exercise Price”); and


 


WHEREAS, the parties
desire that the Original Warrant be amended to reflect a change in certain provisions as specified below.


 


NOW, THEREFORE, in
consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the
parties hereto agree as follows:


 


Agreement


 


Section 1.Defined Terms.
Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning
ascribed to them in the Original Warrant.


 


Section 2. Amendments to Original
Warrant.


 


		(a)	Section 2(b) “Exercise Price” of the Original Warrant is hereby amended and restated
in its entirety as follows:



 


“Exercise Price.
For purposes of this Warrant, “Exercise Price” means $0.07, subject to adjustment as provided herein.


 


Section 3.Ratifications; Inconsistent
Provisions. Except as otherwise expressly provided herein, the Original Warrant, is, and shall continue to be, in full force
and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in
the Original Warrant to “this Warrant”, “hereto”, “hereof”, “hereunder” or words
of like import referring to the Original Warrant shall mean the Original Warrant as amended by this Amendment. Notwithstanding
the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Warrant and
this Amendment, the provisions of this Amendment shall control and be binding.


 






     

     


    

 


Section 4.Counterparts.
This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instruments and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile
or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.


 


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IN WITNESS WHEREOF,
the Company has caused this Amendment to be executed as of the date first written above by its respective officers thereunto duly
authorized.


 


	 	XG TECHNOLOGY, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  


Acknowledged
and Accepted as of the date first written above:


 


	[Holder]	 
	Name of Holder	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title: