Exhibit 10.32


 


ESCROW DEPOSIT AGREEMENT


 


This ESCROW DEPOSIT AGREEMENT (this
“Agreement”) dated as of this [__] day of February 2016, by and among xG Technology, Inc., a corporation organized
under the laws of the State of Delaware (the “Company”), having an address at 240 S. Pineapple Avenue, Suite
701, Sarasota, FL, 34236, and Roth Capital Partners, LLC, (the “Placement Agent”), having an address at 888
San Clemente Drive, Newport Beach, CA, 92660, and [__] (the “Escrow Agent”), a New York State chartered bank,
having an office at [__]. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus,
dated February [__], 2016, including all attachments, schedules and exhibits thereto (the “Prospectus”).


 


WITNESSETH:


 


WHEREAS, pursuant
to the terms of the Prospectus the Company desires to sell (the “Offering”) an aggregate of [__] Units (the
“Units”), each Unit consisting of (A) one share of Series B Convertible Preferred Stock, par value $0.00001
per share (the “Preferred Stock”), 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”).
Each Unit is being sold at a price of $1.00 per Unit, with no minimum investment amount; and


 


WHEREAS, the
Offering will close no later than [__], 2016 (the “Termination Date”), and the Offering will terminate on the
earlier of the date on which all Units offered are sold or the Termination Date; and


 


WHEREAS, the
Company and Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company and Placement Agent
shall instruct Investors introduced to the Company by Placement Agent (the “Investors”) to deposit checks and
other instruments for the payment of money made payable to the order of “[__] as Escrow Agent for [__],” and Escrow
Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter
set forth; and


 


WHEREAS, the
Company, as issuer, and Placement Agent, as an introducing broker-dealer, represent and warrant to the Escrow Agent that they will
comply with all of their respective obligations under applicable state and federal securities laws and regulations with respect
to sale of the Offering; and


 


WHEREAS, the
Company and Placement Agent represent and warrant to the Escrow Agent that they have not stated to any individual or entity that
the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and


 


WHEREAS, the
Company and Placement Agent represent and warrant to the Escrow Agent that a copy of each document that has been delivered
to Investors and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.


 


NOW, THEREFORE,
IT IS AGREED as follows:


 




     

     

    

  


1.           Delivery
of Escrow Funds.


 


(a)          Placement
Agent and the Company shall instruct Investors to deliver to Escrow Agent checks made payable to the order of “[__], as Escrow
Agent for [__],” or wire transfer to [__],[__]for credit to [__], as Escrow Agent for [__], Account No. _____________, in
each case, with the name and address of the individual or entity making payment. In the event any Investor’s address is not
provided to Escrow Agent by the Investor, then Placement Agent and/or the Company agree to promptly provide Escrow Agent with such
information in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at [__] entitled [__],[__],
as Escrow Agent” (the “Escrow Account”). Any checks or wire transfers received from Purchasers in the
Offering by the Placement Agent shall be transmitted to the Escrow Account by noon of the next business day following such receipt
in compliance with Securities Exchange Act Rule 15c2-4.


 


(b)          The
collected funds deposited into the Escrow Account are referred to as the “Escrow Funds.”


 


(c)          The
Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow
Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole
duty of the Escrow Agent shall be to return the check to the Investor and advise the Company and Placement Agent promptly thereof.


 


2.           Release
of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a)          In
the event that the Company and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination
Notice”), the Escrow Agent shall, within two business days after receipt of such writing, return the funds paid by each
Investor to said Investor without interest or offset.


 


(b)          [Intentionally
omitted.]


 


(c)          Provided
that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a), the Escrow Agent shall, upon receipt
of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, or in a form and substance satisfactory
to the Escrow Agent, received from the Company and Placement Agent, pay the Escrow Funds in accordance with such written instructions,
such payment or payments to be made by wire transfer within one (1) business day of receipt of such written instructions. Such
instructions must be received by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process
such instructions that Banking Day.


 


(d)          If
by 3:00 P.M. Eastern time on the Termination Date, the Escrow Agent has not received written instructions from the Company and
Placement Agent regarding the disbursement of the Escrow Funds, then the Escrow Agent shall, within two business days after the
Termination Date, return the Escrow Funds to the Investors without interest or offset. The Escrow Funds returned to each Investor
shall be free and clear of any and all claims of the Escrow Agent.


 




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(e)          The
Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(f)          If
the Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or
for the Escrow Agent to take action is not a Banking Day, then such date shall be the Banking Day that immediately preceding that
date. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank
is not legally obligated to be opened.


 


3.           Acceptance
by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a)          The
Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated
by Placement Agent or the Company to give any written instructions, notice or receipt, or make any statements in connection with
the provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness,
accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures
of each individual authorized to act singly on behalf of the Company and Placement Agent are stated in Schedule II, which
is attached hereto and made a part hereof. The Company and Placement Agent may each remove or add one or more of its authorized
signers stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice
shall include the true signature for any new authorized signatories.


 


(b)          The
Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow
Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless
caused by its willful misconduct or gross negligence.


 


(c)          Placement
Agent and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs,
liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed
against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by
the Escrow Agent’s gross negligence or willful misconduct.


 


(d)          In
the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to
(i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of
competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(e)          The
Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow
Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered
to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not
prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to
the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account,
and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow
Agent have been collected and are available for withdrawal.


 




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4.           Escrow
Account Statements and Information. The Escrow Agent agrees to send to the Company and/or the Placement Agent a copy
of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing
account statements to its non-escrow clients and to also provide the Company and/or Placement Agent, or their designee, upon request
other deposit account information, including Escrow Account balances, by telephone or by computer communication, to the extent
practicable. The Company and Placement Agent agree to complete and sign all forms or agreements required by the Escrow Agent for
that purpose. The Company and Placement Agent each consents to the Escrow Agent’s release of such Escrow Account information
to any of the individuals designated by Company or Placement Agent, which designation has been signed in accordance with Section
3(a) by any of the persons in Schedule II.  Further, the Company and Placement Agent have an option to receive e-mail
notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved
by the Escrow Agent, the Company and Placement Agent agrees to provide a valid e-mail address and other information necessary to
set-up this service and sign all forms and agreements required for such service. The Company and Placement Agent each consents
to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s
liability for failure to comply with this section shall not exceed the cost of providing such information.


 


5.           Resignation
and Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written notice
of such resignation to Placement Agent and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation
hereunder except to hold as depository the Escrow Funds that it receives until the end of such 30-day period. In such event, the
Escrow Agent shall not take any action, other than receiving and depositing Investors checks and wire transfers in accordance with
this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon
receipt of such written designation signed by Placement Agent and the Company, the Escrow Agent shall, within two business days
after receipt of such writing, deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder.
If such instructions are not received within 30 days following the effective date of such resignation, then the Escrow Agent may
deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment
of a successor. In either case provided for in this Section, the Escrow Agent shall be relieved of all further obligations and
released from all liability thereafter arising with respect to the Escrow Funds.


 


6.           Termination.
The Company and Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the
date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event
of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and
the Escrow Agent shall, upon receipt of written instructions signed by the Company and Placement Agent, turn over to such successor
escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint
a successor escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue
to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow
agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations
and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.


 




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7.           Investment.
All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at [__].


 


8.           Compensation.
Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $[__], which fee shall be paid by the
Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees,
costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney’s
fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of
the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed
or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation,
termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes
due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly
at any such closing. The Escrow Agent shall be entitled to a fee of $[__] in the event this Agreement is amended for any reason
in accordance with Section 10(d).


 


9.           Notices.
All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized
overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If to Placement Agent:


 


Roth Capital Partners,
LLC


888 San Clemente
Drive


Newport Beach,
CA 92660


Attention:
Lou Ellis


Facsimile:
(949) 720-7227


 


If to the Company:


 


xG Technology, Inc.


240 S. Pineapple Avenue, Suite
701


Sarasota, FL 34236


Attention: Roger G. Branton


Facsimile:
941-954-8595


 


If to Escrow Agent:


 


[__]


 




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10.         General.


 


(a)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder
shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives
any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process
by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. EACH OF THE PARTIES HERETO
HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.


 


(b)          This
Agreement sets forth the entire
agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements
and understandings relating thereto.


 


(c)          All
of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties
hereto, as well as their respective successors and assigns.


 


(d)          This
Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a
written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any
party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to
enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any
such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may
assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.


 


(e)          If
any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining
provisions.


 


(f)          This
Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments
and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.


 


11.         Form
of Signature. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence
of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however,
that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of
his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other
party.


 




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12.         No
Third-Party Beneficiaries.  This Agreement is solely for the benefit of the parties and their respective successors
and permitted assigns, and no other person has any right, benefit, priority, or interest under or because of the existence of this
Agreement.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first set forth above.


 


	XG TECHNOLOGY, INC.	 	ROTH CAPITAL PARTNERS, LLC
	 	 	 	 	 
	By:	 	 	By:	 
	 	Name: [__]	 	Name: 	[__]
	 	Title: [__]	 	Title:	[__]
	 	 	 	 	 
	[__]	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 


 


[Signature Page to Escrow Deposit Agreement]


  




    	 	 	 



     


    

 


Schedule
I


 


OFFERING DOCUMENTS


 




    	 	 	 



     


    

 


Schedule
II


 


The Escrow Agent is
authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of
the Company and Placement Agent.


 


[__]


 


	 	Name	 	True Signature
	 	 	 	 
	 	_______________________		_____________________


 


[__]


 


	 	Name	 	True Signature
	 	 	 	 
	[__]		 	 
	 	 	 	_____________________
	 	 	 	 
	[__]		 	 
	 	 	 	_____________________


 




    	 	 	 



     


    

 


Exhibit A


 


FORM OF ESCROW RELEASE NOTICE


 


Date:


 


[__]


 


Dear [__]


 


In accordance with the terms of Section
2(c) of an Escrow Deposit Agreement dated as of January __, 2016 (the "Escrow Agreement"), by and between [__] (the "Company"),
[__] (the "Escrow Agent") and [__] ("Placement Agent"), the Company and Placement Agent hereby notify the Escrow
Agent that the ________ closing will be held on ___________ for gross proceeds of $_________.


 


PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER
AS FOLLOWS (wire instructions attached):


 


	________________________:	$ 
	 	 
	________________________:	$ 
	 	 
	________________________:	$ 


 


Very truly yours,


 


[__]


 


	By:	 	 


Name: [__]


 


Title: Chief Financial Officer


 


[__]


 


	By:	 	 
	Name: 	 	 
	Title: