EXHIBIT 10.31


 





 


Form of Subscription Agreement


 


This subscription (this
“Subscription”) is dated February ___, 2016, by and between the investor identified on the signature page hereto
(the “Investor”) and xG Technology, Inc., a corporation organized under the laws of the State of Delaware (the
“Company”), whereby the parties agree as follows:


 


1.             Subscription.


 


Investor agrees to buy
and the Company agrees to sell and issue to Investor such number of Units (the “Units” and each a “Unit”),
each Unit consisting of (A) one share of Series B Convertible Preferred Stock, par value $0.00001 per share (the “Preferred
Stock”), such Preferred Stock to have the relative rights, preferences, limitations and other designations set forth
in the Certificate of Designations, Preferences and Rights, and (B) 0.5 Warrants (the “Warrants”) to purchase
one share (the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”),
as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the
product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the purchase price per Unit as set forth
on the signature page hereto. The Purchase Price is set forth on the signature page hereto.


 


The Units have been registered
on a Registration Statement on Form S-1, Registration No. 333-208650 (the “Registration Statement”). The Registration
Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective
on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law.


 


The completion of the
purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”)
to be specified by the Company and Roth Capital Partners, LLC (the “Placement Agent”), in accordance with Rule
15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction
or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase
Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by
the Company, and (ii) the Company shall cause the (a) Preferred Stock to be delivered to the Investor with the delivery of the
Preferred Stock to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions
set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor
on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to the residential or business
address indicated thereon), and (b) Warrants to be delivered to the Investor through the physical delivery of warrants.


 


2.             Miscellaneous.


 


This Subscription may
be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that
all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format.


 


All communications hereunder,
except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized
overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the party to whom it is addressed
at the following addresses or such other address as such party may advise the other in writing:


 


To the Company: as set forth on
the signature page hereto.


 


To the Investor: as set forth on
the signature page hereto.


 


All notices hereunder shall be effective
upon receipt by the party to which it is addressed.


 


[Signature Page to Follow]


 


 




    	 



     


    

 


If the foregoing correctly
sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription.


 





	 	 	 	xG TECHNOLOGY, INC.
	 	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	Number of Units:	 	 	 	 	 
	Purchase Price per Unit: 	 	 	 	Address for Notice:
	Aggregate Purchase Price: 	 	 	 	 	 
	Exercise Price of Warrants:	 	 	 	 	 


 





	INVESTOR:	 	 
	 	 	 


 





	By:	 	 	 	 	 
	 	Name:	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 
	Select method of delivery of Common Stock:	 	 	 	 
	 	 	 	 	 
	o  DWAC DELIVERY	 	 	 
	DWAC Instructions:	 	 	 
	 	 	 	 	 
	Name of DTC Participant (broker-dealer at which the account 

or accounts to be credited with the Common Stock  are maintained):	 	 
	 	 	 	 	 
	DTC Participant Number:	 	 
	 	 	 	 	 
	
        Name of Account at DTC Participant being

        credited with the Common Stock:
	 	 
	 	 	 	 	 
	
        Account Number at DTC Participant being credited

        with the Common Stock:
	 	 
	 	 	 	 	 
	o  PHYSICAL DELIVERY OF CERTIFICATES	 	 	 
	Delivery Instructions:	 	 	 
	 	 	 	 	 
	Name in which Preferred Stock should be issued:	 	Address for delivery:
	 	 	 	c/o	 
	 	 	 	Street:	 
	 	 	 	City/State/Zip:	 
	 	 	 	Attention:	 
	 	 	 	Telephone No.:	 
	 	 	 	 	 
	
        o  PHYSICAL
        DELIVERY OF WARRANTS

         
	 	 	 
	Delivery Instructions:	 	 	 
	 	 	 	 	 
	Name in which Warrants should be issued:	 	Address for delivery:
	 	 	 	c/o	 
	 	 	 	 	Street:	 
	 	 	 	City/State/Zip:	 
	 	 	 	Attention:	 
	 	 	 	Telephone No.: