Exhibit 10.1


 








 


CONFIDENTIAL – VIA EMAIL


 


October 13, 2016


 


Mr. John Hawkins, Executive Chairman


Vislink PLC


Marlborough House, Charnham
Lane


Hungerford, RG17 0EY United Kingdom


 


Re: Vislink PLC


 


Dear John:


 


This updated letter of
intent ("Updated Letter of Intent" or “Updated LOI”) sets forth the intent on the part of xG
Technology, Inc (“xG”) whereby xG, or its assignee or designee, will acquire designated assets (the "Designated
Assets") and liabilities (the “Designated Assumed Liabilities”) of Vislink PLC (“VLK”
or the “Company”) as designated on Schedule "A" hereto, which such schedule is incorporated herein
by reference. The parties herein will be collectively referred to as the “Parties”.


 


Having completed our initial
phase of due diligence, as outlined in the preceding initial LOI dated September 20, 2016, it is our intent to negotiate a mutually
acceptable definitive purchase and sale agreement (the "Agreement") which, among other things, will provide for the following:


 


		1.	The total gross cash consideration will be Sixteen million
US Dollars ($16,000,000), the structure of consideration to be paid will be determined as we work through the Agreement.



 


		2.	Upon the execution of this Updated Letter of Intent,
xG shall have full and complete access to all information as is uploaded to the data room in respect of the due diligence. The
Company shall continue to furnish to xG and its representatives and advisors such financials and operating data and such other
access and information with respect to its business, operations and property as xG shall from time to time reasonably request,
as well as any new material information relating to requested data since the initial due diligence request. It is understood that
all due diligence investigations are to be conducted in such a manner as not to interfere unduly with the normal operations of
the Company; and further, if a transaction is not consummated for any reason whatsoever, xG shall keep confidential all information
(unless ascertainable from public information or learned from a source other than the representatives of the Company) obtained
from the Company concerning its operations and business. The Company agrees to be bound by a similar confidentiality provision
to the extent that they receive confidential information concerning xG or its affiliates. In addition to the above confidentiality
provision in this paragraph, reference is made to the Non-Disclosure Agreement signed by both companies on August 26, 2016. Such
agreement is incorporated herein by reference.



 






     


     


    

 


		3.	The Company agrees that until closing (“the Closing”),
expected before December 31, 2016, the Company will not initiate or enter into any discussions with any other prospective purchaser
of the assets and/or liabilities or of the stock or businesses of the Company, unless sooner terminated. In this regard, the Company
represents to xG that they have not already entered into any Letter of Intent or agreement with any other person or entity with
respect to any acquisition of assets and/or liabilities or of the stock or businesses of the Company which is presently binding.



 


		4.	Upon execution of this Updated Letter of Intent, and
assuming a satisfactory continued due diligence investigation, xG, the Company and their respective agents agree to negotiate
and work toward the execution of the Agreement. The parties agree that, if the Agreement is negotiated to the satisfaction of
the respective parties, upon execution of the Agreement, they will with all deliberate speed take such actions as are reasonably
necessary to consummate the transaction.



 


		5.	This transaction will be subject to the results of xG’s
due diligence; and further subject to the satisfaction of the terms, covenants, conditions and other provisions to be contained
in the Agreement. And such Agreement shall also contain such other terms, covenants and conditions as are customary for a transaction
of this size and type.



 


		6.	xG will immediately authorize its nominated bank to raise
at least one third of the price for consideration, less fees, to be in placed in a restricted account for closing this specific
transaction, within twenty (20) business days after receipt of pro forma financial information.



 


This Updated Letter of Intent
is intended to be and shall constitute a legally binding and enforceable document between xG and the Company, each acting through
its respective Boards of Directors.


  




     


     


    

 


If the foregoing meets your
approval, please so signify by signing and returning the enclosed copy of this Updated Letter of Intent.


 


This Updated Letter of Intent
may be executed in counterparts and each counterpart will be treated as if it were an original.


 


In the event of non-compliance
with clause 6 hereof, this updated letter of intent shall terminate immediately.


 





	 	Sincerely,	 
	 	 	 
	 	xG Technology, Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Roger G. Branton
	 	 	Roger G. Branton, CFO
	 	 	 
	 	 	 
	 	By:	/s/ Richard L. Mooers
	 	 	Richard L. Mooers, Director













  








	Agreed and accepted:	 
	 	 	 
	 	 	 
	Vislink PLC	 
	 	 	 
	 	 	 
	 	 	 
	By:	/s/ John Hawkins	 
	 	John Hawkins, Executive Chairman	 


 





The
above is not binding unless executed by all parties prior to October 13, 2016.


 




     


     


    

 


SCHEDULE A


 





“Designated Assets
and Liabilities”


 


to be Purchased by xG
Technology, Inc.





 


Designated Assets to be acquired by
xG:


 


All assets comprising the hardware
segment of Vislink, PLC and or used in connection with the hardware division sales. The Company has projected that the sales of
this segment are expected to be $45-50 million in calendar year 2016. The Company will provide a detailed listing of such assets
within ten (10) days of signing this Updated LOI, and will update it frequently as it changes during the period up to Closing and
consistent with this division being a viable ongoing concern.


 


All property leases, with the
exception of the Hemel Hempstead facility.


 


Designated Liabilities to be assumed
by xG:


 


Trade liabilities as of Closing,
provided they are both current (those incurred within the previous 30 days) and where the vendor relationship is in good standing.