Exhibit 10.2 


 


Execution Version


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT
(the “Agreement”), dated as of September 19, 2014, by and between xG TECHNOLOGY, INC., a Delaware corporation
(the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).


 


WHEREAS: 


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the
Company, up to Fifteen Million Dollars ($15,000,000) of the Company's common stock, $0.00001 par value per share (the "Common
Stock"). The shares of Common Stock to be purchased hereunder are referred to herein as the "Purchase Shares."


 


NOW THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


1.           CERTAIN
DEFINITIONS. 


 


For purposes of this
Agreement, the following terms shall have the following meanings:


 


(a)          “Accelerated
Purchase Share Amount” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the
number of Purchase Shares directed by the Company to be purchased by the Investor on an Accelerated Purchase Notice, which number
of Purchase Shares shall not exceed the lesser of (i) 200% of the number of Purchase Shares directed by the Company to be purchased
by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in Section
2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) the Accelerated Purchase
Share Percentage multiplied by the trading volume of the Common Stock on the Principal Market during normal trading hours on the
Accelerated Purchase Date.


 


(b)          “Accelerated
Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business
Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section
2(b) hereof.


 


(c)          “Accelerated
Purchase Notice” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on
the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.


 


(d)          “Accelerated
Purchase Share Percentage” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof,
0.30.


 


(e)          “Accelerated
Purchase Price” means, with respect to any particular Accelerated Purchase made pursuant to Section 2(b) hereof, the
lower of (i) ninety-five percent (95%) of the VWAP during (A) the entire trading day on the Accelerated Purchase Date, if the volume
of shares of Common Stock traded on the Principal Market on the Accelerated Purchase Date has not exceeded the Accelerated Purchase
Share Volume Maximum, or (B) the portion of the trading day of the Accelerated Purchase Date (calculated starting at the beginning
of normal trading hours) until such time at which the volume of shares of Common Stock traded on the Principal Market has exceeded
the Accelerated Purchase Share Volume Maximum or (ii) the Closing Sale Price on the Accelerated Purchase Date (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 




    	 



    	 



    

 


(f)          “Accelerated
Purchase Share Volume Maximum” means the number of shares of Common Stock traded on the Principal Market during normal
trading hours on the Accelerated Purchase Date equal to (i) the amount of shares of Common Stock properly directed by the Company
to be purchased on the Accelerated Purchase Notice, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(g)          “Available
Amount” means, initially, Fifteen Million Dollars ($15,000,000) in the aggregate, which amount shall be reduced by the
Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


 


(h)          “Average
Price” means a price per Purchase Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing
(i) the aggregate gross purchase price paid by the Investor for all Purchase Shares purchased pursuant to this Agreement (and for
all shares of Common Stock purchased by the Investor pursuant to any transaction or series of transactions that may be aggregated
with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock Market), by (ii) the aggregate
number of Purchase Shares issued to the Investor pursuant to this Agreement (and the aggregate number of shares of Common Stock
issued to the Investor pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated
by this Agreement under applicable rules of The NASDAQ Stock Market).


 


(i)          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


(j)          “Base
Price” means a price per Purchase Share equal to the sum of (i) the Signing Market Price and (ii) $0.0736 (subject to
adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction
that occurs on or after the date of this Agreement).


 


(k)         “Business
Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market
is open for trading for a period of time less than the customary time.


 


(l)          “Closing
Sale Price” means, for any security as of any date, the last closing sale price for such security on the Principal Market
as reported by the Principal Market.


 


(m)        “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment),
which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated
orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information
within ten (10) Business Days after the initial disclosure. Confidential Information may also include information disclosed to
a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly
known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly
known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction
of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party
as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the
receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently
developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown
by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed
by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement
prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.


 




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(n)          “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(o)          “DTC”
means The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


(p)          “DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar
program hereafter adopted by DTC performing substantially the same function.


 


(q)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(r)           “Material
Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the
results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than
any material adverse effect that resulted primarily from (A) any change in the United States or foreign economies or securities
or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole,
(B) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a
disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes,
hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities,
acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor,
its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the
effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its
Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation
of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect
on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.


 


(s)          “Maturity
Date” means the first day of the month immediately following the twenty-four (24) month anniversary of the Commencement
Date.


 


(t)           “PEA
Period” means the period commencing at 9:30 a.m., Eastern time, on the twentieth (20th) Business Day immediately
prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement
(as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately
following, the effective date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration
Statement (as such term is defined in the Registration Rights Agreement).


 




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(u)          “Person”
means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization and a government or any department or agency thereof.


 


(v)          “Principal
Market” means The NASDAQ Capital Market (or any nationally recognized successor thereto); provided, however, that in
the event the Company’s Common Stock is ever listed or traded on The NASDAQ Global Market, The NASDAQ Global Select Market,
the New York Stock Exchange, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets
Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean
such other market or exchange on which the Company’s Common Stock is then listed or traded.


 


(w)          “Purchase
Amount” means, with respect to any Regular Purchase or any Accelerated Purchase made hereunder, the portion of the Available
Amount to be purchased by the Investor pursuant to Section 2 hereof.


 


(x)           “Purchase
Date” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the Business Day on which
the Investor receives by 9:30 a.m., Eastern time, of such Business Day a valid Regular Purchase Notice that the Investor is to
buy Purchase Shares pursuant to Section 2(a) hereof.


 


(y)           “Purchase
Price” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the lower of: (i) the
lowest Sale Price on the applicable Purchase Date and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for
the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date
(in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction that occurs on or after the date of this Agreement).


 


(z)           “Regular
Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written
notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable
Purchase Price as specified by the Company therein on the Purchase Date.


 


(aa)         “Sale
Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the Principal Market.


 


(bb)        “SEC”
means the U.S. Securities and Exchange Commission.


 


(cc)         “Securities”
means, collectively, the Purchase Shares and the Commitment Shares.


 


(dd)        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(ee)        “Signing
Market Price” means $1.96, representing the consolidated closing bid price of the Common Stock on The NASDAQ Capital
Market on the Business Day immediately preceding the date of this Agreement.


 




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(ff)         “Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


(gg)        “Transaction
Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement
and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into
or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.


 


(hh)        “Transfer
Agent” means Continental Stock Transfer & Trust, or such other Person who is then serving as the transfer agent for
the Company in respect of the Common Stock.


 


(ii)          “VWAP”
means in respect of an applicable Accelerated Purchase Date, the volume weighted average price of the Common Stock on the Principal
Market, as reported on the Principal Market.


 


2. PURCHASE OF COMMON STOCK. 


 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation
to purchase from the Company, Purchase Shares as follows:


 


(a)          Commencement
of Regular Sales of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof
(the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Regular Purchase Notice from time to time, to purchase up to One Hundred Thousand (100,000) Purchase Shares (each such purchase
a “Regular Purchase”), at the Purchase Price on the Purchase Date; provided, however, that (i) the Regular Purchase
may be increased to up to One Hundred Fifty Thousand (150,000) Purchase Shares, provided that the Closing Sale Price of the Common
Stock is not below $2.00 on the Purchase Date, (ii) the Regular Purchase may be increased to up to Two Hundred Thousand (200,000)
Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $2.50 on the Purchase Date and (iii) the
Regular Purchase may be increased to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, provided that the Closing Sale
Price of the Common Stock is not below $3.00 on the Purchase Date (all of which share amounts shall be appropriately adjusted for
any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that
the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000).
If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately
preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent of the amount by which the number
of Purchase Shares set forth in such Regular Purchase Notice exceeds the number of Purchase Shares which the Company is permitted
to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase
Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the number of
Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular
Purchase Notices to the Investor so long as at least one (1) Business Day has passed since the most recent Regular Purchase was
completed. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.


 




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(b)          Accelerated
Purchases. Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described
in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s
delivery to the Investor of an Accelerated Purchase Notice from time to time, and the Investor thereupon shall have the obligation,
to buy Purchase Shares at the Accelerated Purchase Price on the Accelerated Purchase Date in an amount equal to the Accelerated
Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated
Purchase Notice to the Investor only on a Purchase Date on which the Company also properly submitted a Regular Purchase Notice
for a Regular Purchase and the Closing Sale Price is not below $1.50 (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted
price and (ii) $1.50). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess
of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be
void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase
Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice
in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall
have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor
shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated
Purchase Notice. Upon completion of each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the applicable Accelerated
Purchase Price shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (an
“Accelerated Purchase Confirmation”).


 


(c)          
Payment for Purchase Shares. For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase
Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available
funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor
before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next
Business Day. For each Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with
respect to such Accelerated Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds
on the third Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent
shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular
Purchase or Accelerated Purchase (as applicable) within three (3) Business Days following the receipt by the Company of the Purchase
Price or Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(c), and if on or after such
Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Investor of such Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular
Purchase or Accelerated Purchase (as applicable), then the Company shall, within three (3) Business Days after the Investor’s
request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s
obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to
the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the
Cover Price over the total Purchase Price for such Regular Purchase plus the total Accelerated Purchase Price for such Accelerated
Purchase (as applicable). The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase or Accelerated
Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction
of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful
money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time
to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due
by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding
day that is a Business Day.


 




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(d)          Purchase
Price Floor. The Company and the Investor shall not effect any Regular Purchase under this Agreement on any Purchase Date that
the Closing Sale Price is less than the Floor Price. "Floor Price" means $1.50, which shall be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation
of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Floor Price shall
mean the lower of (i) the adjusted price and (ii) $1.50. 


 


(e)          Compliance
with Rules of Principal Market.


 


(i)          Exchange
Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this
Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent
that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement
would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions
contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of
transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock
Market) without (1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (2) obtaining
stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and
until the Company elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders
of the Company have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and
regulations of The NASDAQ Stock Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance of doubt,
the Company may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this
Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange
Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term
of this Agreement (except as set forth in Section 2(e)(ii) below).


 


(ii)         At-Market
Transaction. Notwithstanding Section 2(e)(i) above, the Exchange Cap shall not be applicable for any purposes of this
Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall
equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes
of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder
approval referred to in Section 2(e)(i) is obtained).


 


(iii)        General.
The Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected
to result in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of The NASDAQ Stock Market. The
provisions of this Section 2(e) shall be implemented in a manner otherwise than in strict conformity with the terms hereof
only if necessary to ensure compliance with the Securities Act and the rules and regulations of The NASDAQ Stock Market.


 




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(f)          Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue
or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when
aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor
and its affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than
24 hours) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor and
the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s
written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof
hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.


 


3.           INVESTOR'S
REPRESENTATIONS AND WARRANTIES.


 


The Investor represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)          Investment
Purpose.  The Investor is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein
or otherwise in compliance with applicable federal and state securities laws).  The Investor is acquiring the Securities
hereunder in the ordinary course of its business.


 


(b)          Accredited
Investor Status. The Investor is an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation
D promulgated under the Securities Act.


 


(c)          Reliance
on Exemptions. The Investor understands that the Securities may be offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and the Investor's compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of
the Investor to acquire the Securities.


 


(d)         Information.
The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear
the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities
and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial
condition and business of the Company and others matters related to an investment in the Securities. Neither such inquiries nor
any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor's
right to rely on the Company's representations and warranties contained in Section 4 below. The Investor has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of
the Securities.


 




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(e)          No
Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f)          Transfer
or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless
(A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller
(or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act)
may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


 


(g)          Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a
valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.


 


(h)          Residency.
The Investor is a resident of the State of Illinois.


 


(i)           No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has
any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock
or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 


4.            REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to the Investor that as of the date hereof and as of the Commencement Date:


 


(a)          Organization
and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither
the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents.  Each of the Company and its Subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, would result in a Material Adverse Effect and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
The Company has no Subsidiaries except as set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2013.


 




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(b)          Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof
and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section
5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly
authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of
Directors or its stockholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement
Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon
its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies. The Board of Directors of the Company has approved resolutions (the “Signing Resolutions”)
to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect
and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of
a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company.
Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized
committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation
and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including,
but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.


 


(c)          Capitalization.
As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2013. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company's
capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by
the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any
of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there
are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the Securities Act (except the Registration Rights Agreement), (v) there are no outstanding securities or
instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a
security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not
have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. The Company
has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect
on the date hereof (the "Certificate of Incorporation"), and the Company's Bylaws, as amended and as in effect
on the date hereof (the "Bylaws"), and summaries of the terms of all securities convertible into or exercisable
for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.


 




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(d)          Issuance
of Securities. Upon issuance and payment thereof in accordance with the terms and conditions of this Agreement, the Purchase
Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first
refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder
of Common Stock. Upon issuance in accordance with the terms and conditions of this Agreement, the Commitment Shares (as defined
below in Section 5(e)) shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions,
rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock. 7,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon
purchase under this Agreement as Purchase Shares. 175,000 shares of Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance
as Commitment Shares in accordance with this Agreement.


 


(e)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance
of the Purchase Shares and the Commitment Shares) will not (i) result in a violation of the Certificate of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to
the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound or
affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under
clause (ii), which would not result in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any
term of or in default under its Certificate of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding
series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company
nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries,
except for possible conflicts, defaults, terminations or amendments that would not have a Material Adverse Effect. The business
of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation
of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate would
not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities
Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory
or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction
Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained
or effected on or prior to the Commencement Date. Since one year prior to the date hereof, the Company has not received nor delivered
any notices or correspondence from or to the Principal Market. The Principal Market has not commenced any delisting proceedings
against the Company.


 




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(f)          SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension.  As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable. None of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect
at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents,
the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has
not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


 


(g)          Absence
of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2013, there has been no material adverse change
in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The Company
has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor
does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they
become due.


 


(h)          Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company, the Common Stock or any of the Company's or its Subsidiaries' officers or directors in their
capacities as such, which would have a Material Adverse Effect.


 


(i)           Acknowledgment
Regarding Investor's Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor that
the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company
and its representatives and advisors.




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(j)           No
General Solicitation; No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its
or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its affiliates,
nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers
to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities under the
Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated
with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal
Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder
does not contravene the rules and regulations of the Principal Market.


 


(k)          Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.
None of the Company's material trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights
have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of
this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries
of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service
marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical
trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or
to the Company's knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents,
patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement,
which would have a Material Adverse Effect.


 


(l)           Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance
with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the
failure to so comply would not have, individually or in the aggregate, a Material Adverse Effect.


 


(m)        Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case
free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor
subject to penalties.  Any real property and facilities held under lease by the Company and its Subsidiaries are held
by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries are in compliance with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by
the Company and its Subsidiaries.


 




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(n)           Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.


 


(o)          Regulatory
Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor
any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


 


(p)          Tax
Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other material tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported
taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to
be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim.


 


(q)          Transactions
With Affiliates.  Except as set forth in the SEC Documents,
none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is
presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 


(r)          Application
of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all
necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the
laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the
Securities.


 




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(s)          Disclosure.  Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely
publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information which is not otherwise disclosed in the Registration Statement or the SEC Documents.   The Company understands
and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the
Company.  All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business
and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct in all material
respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases
disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made and when made, not misleading.  The Company acknowledges
and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3 hereof.


 


(t)          Foreign
Corrupt Practices.  Neither the Company, nor to the knowledge
of the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting on its
behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the
Foreign Corrupt Practices Act of 1977, as amended.


 


(u)          DTC
Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.


 


(v)         Sarbanes-Oxley.
The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of
the date hereof.


 


(w)         Certain
Fees. Except as disclosed on Schedule 4(w), no brokerage or finder’s fees or commissions are or will be payable
by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 4(w), the Investor
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees
of a type contemplated in this Section 4(w) that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(x)          Investment
Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(y)         Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from
any Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market.
The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements.


 




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(z)          Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an
independent registered public accounting firm as required by the Securities Act.


 


(aa)        No
Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company.


 


(bb)       Shell
Company Status. The Company is not currently, and has never been, an issuer identified in Rule 144(i)(1) under the Securities
Act.


 


(cc)        No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is
subject to a Disqualification Event.


 


5.            COVENANTS.


 


(a)           Filing
of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange
Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within
ten (10) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering
only the resale of the Purchase Shares and the Commitment Shares, in accordance with the terms of the Registration Rights Agreement
between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The
Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least
two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments.
The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within
one (1) Business Day from the date the Investor receives it from the Company.


 


(b)          Blue
Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register
or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and
(ii) any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities
or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from
time to time, and shall provide evidence of any such action so taken to the Investor.


 




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(c)           Listing/DTC.
The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor
hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or
automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable best efforts
to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable
hereunder. The Company shall use commercially reasonable best efforts to maintain the listing of the Common Stock on the Principal
Market and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules
and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably
be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and
in no event later than the following Business Day, provide to the Investor copies of any notices it receives from any Person regarding
the continued eligibility of the Common Stock for listing on the Principal Market. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure
that its Common Stock can be transferred electronically as DWAC Shares.


 


(d)          Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the
date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall
not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short
position with respect to the Common Stock.


 


(e)          Issuance
of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall
cause to be issued to the Investor a total of 175,000 shares of Common Stock (the “Commitment Shares”) immediately
upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect
to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of
the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under
this Agreement and irrespective of any subsequent termination of this Agreement.


 


(f)          Due
Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem
appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company and its officers and
employees shall provide information and reasonably cooperate with the Investor in connection with any reasonable request by the
Investor related to the Investor's due diligence of the Company. Each party hereto agrees not to disclose any Confidential Information
of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with,
or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall
remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any
Confidential Information disclosed by the other party. The Company confirms that neither it nor any other Person acting on its
behalf shall provide the Investor or its agents or counsel with any information that constitutes or might constitute material,
non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by
Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined
in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction
Documents, if the Investor is holding any Securities at the time of the disclosure of material, non-public information, the Investor
shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the
Company that it believes it has received information that constitutes material, non-public information, the Company shall have
at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor or demonstrate
to the Investor in writing why such information does not constitute material, non-public information, and (assuming the Investor
and Investor’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose
such material, non-public information within such time period. The Investor shall not have any liability to the Company, any of
its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The
Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities
of the Company.




    	-17-



    	 



    

 


 


(g)         Purchase
Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time
and the dates and Purchase Amounts for each Regular Purchase and Accelerated Purchase or shall use such other method, reasonably
satisfactory to the Investor and the Company.


 


(h)         Taxes.
 The Company shall pay any and all transfer, stamp or similar taxes
that may be payable with respect to the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.



 


(i)          Use
of Proceeds. The Company will use the net proceeds from the offering as described in the Registration Statement or the SEC
Documents.


 


(j)          Other
Transactions. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right
of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the
Company to deliver the Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction
Documents.


 


(k)          Integration.
From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its
reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales
of any security or solicit any offers to buy any security, under circumstances that would (i) require registration of the offer
and sale of any of the Securities under the Securities Act, or (ii) cause this offering of the Securities to be integrated with
other offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market
on which any of the securities of the Company are listed or designated, unless in the case of this clause (ii), stockholder approval
is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.


 


6.           TRANSFER
AGENT INSTRUCTIONS.


 


(a) On the date of
this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached hereto
as Exhibit D to issue the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable
Transfer Agent Instructions”). The certificate(s) representing the Commitment Shares, except as set forth below, shall
bear the following restrictive legend (the “Restrictive Legend”):


 




    	-18-



    	 



    

 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


(b) On the earlier
of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under the
Securities Act are met, the Company shall, no later than one (1) Business Day following the delivery by the Investor to the Company
or the Transfer Agent of one or more legended certificates representing the Commitment Shares (which certificates the Investor
shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as
directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor,
either: (A) a certificate representing such Commitment Shares that is free from all restrictive and other legends or (B) a number
of shares of Common Stock equal to the number of Commitment Shares represented by the certificate(s) so delivered by the Investor
as DWAC Shares. The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding
sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or
necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement
Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form
substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable
Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached
as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”),
in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration
Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to
this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement
is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness
of Registration Statement referred to in this Section 6(b) will be given by the Company to the Transfer Agent with respect
to the Commitment Shares or the Purchase Shares from and after Commencement, and the Commitment Shares and the Purchase Shares
covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company
agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days
of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase
such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) Purchase Price or Accelerated
Purchase Price paid for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the
date of the Investor’s written instruction.


 




    	-19-



    	 



    

 


		7.	CONDITIONS TO THE COMPANY'S RIGHT TO COMMENCE SALES
OF SHARES OF COMMON STOCK.
	 	 	






 


The right of the Company
hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction of each of the following
conditions:


 


(a)          The
Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)          The
Registration Statement covering the resale of the Commitment Shares and Purchase Shares shall have been declared effective
under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened
by the SEC; and


 


(c)          The
representations and warranties of the Investor shall be true and correct in all material respects as of the date hereof and as
of the Commencement Date as though made at that time.


 


		8.	CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE
SHARES OF COMMON STOCK.



 


The obligation of the
Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior
to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to
satisfy such conditions after the Commencement has occurred:


 


(a)          The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)         The
Company shall have issued or caused to be issued to the Investor (i) one or more certificates representing the Commitment Shares
free from all restrictive and other legends or (ii) a number of shares of Common Stock equal to the number of Commitment Shares
as DWAC Shares, in each case in accordance with Section 6(b);


 


(c)          The
Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the last
365 days suspended by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor pursuant
to this Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the applicable rules
and regulations of the Principal Market, subject only to official notice of issuance;


 


(d)         The
Investor shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the
form of Exhibit A attached hereto;


 


(e)          The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as
though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct
as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The
Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement
Date, to the foregoing effect in the form attached hereto as Exhibit B;


 




    	-20-



    	 



    

 


(f)           The
Board of Directors of the Company shall have adopted the Signing Resolutions which shall be in full force and effect without any
amendment or supplement thereto as of the Commencement Date;


 


(g)           As
of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, 7,000,000 shares of
Common Stock solely for the purpose of effecting purchases of Purchase Shares hereunder;


 


(h)          The
Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall have
been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent (or any successor transfer agent);


 


(i)           The
Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the
State of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) Business Days of the Commencement
Date;


 


(j)           The
Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary
of State of the State of Delaware within ten (10) Business Days of the Commencement Date;


 


(k)          The
Company shall have delivered to the Investor a secretary's certificate executed by the Secretary of the Company, dated as of the
Commencement Date, in the form attached hereto as Exhibit C;


 


(l)           The
Registration Statement covering the resale of the Commitment Shares and Purchase Shares shall have been declared effective
under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened
by the SEC. The Company shall have prepared and filed with the SEC, not later than one (1) Business Day after the effective date
of the Registration Statement, a final and complete prospectus (the preliminary form of which shall be included in the Registration
Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall be current and available
for the resale of all of the Securities by the Investor. The Current Report shall have been filed with the SEC, as required pursuant
to Section 5(a). All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange
Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act;


 


(m)         No
Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;


 


(n)          All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders
of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state
and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents
and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or
made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities
or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the
Principal Market or any state securities regulators;


 




    	-21-



    	 



    

 


(o)          No
statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and


 


(p)          No
action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors
or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents,
or seeking material damages in connection with such transactions.


 


9.           INDEMNIFICATION.


 


In consideration of
the Investor's execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all
of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
the Investor and all of its affiliates, stockholders, officers, directors, employees and direct or indirect investors and any of
the foregoing Person's agents or other representatives (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes
of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of,
or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in
the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and
arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified
Liabilities which directly and primarily result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity
in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification
shall be made within thirty (30) days from the date Investor makes written request for it. A certificate containing reasonable
detail as to the amount of such indemnification submitted to the Company by Investor shall be conclusive evidence, absent manifest
error, of the amount due from the Company to Investor. If any action shall be brought against any Indemnitee in respect of which
indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company
shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any
Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate
counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in
which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.


 




    	-22-



    	 



    

 


10.         EVENTS
OF DEFAULT.


 


An "Event of
Default" shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)          the
effectiveness of a registration statement registering the resale of the Securities lapses for any reason (including, without limitation,
the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable
to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and such
lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30)
Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement
after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes
one registration statement with another registration statement, including (without limitation) by terminating a prior registration
statement when it is effectively replaced with a new registration statement covering Securities (provided in the case of this clause
(ii) that all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been
resold are included in the superseding (or new) registration statement);


 


(b)          the
suspension of the Common Stock from trading on the Principal Market for a period of three (3) consecutive Business Days, provided
that the Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(c)          the
delisting of the Common Stock from The NASDAQ Capital Market, provided, however, that the Common Stock is not immediately thereafter
trading on the New York Stock Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market, the NYSE MKT, the NYSE Arca,
the OTC Bulletin Board or OTC Markets (or nationally recognized successor to any of the foregoing);


 


(d)          the
failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within three (3) Business Days after the
applicable Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Securities;


 


(e)          the
Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach
would reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably
curable, only if such breach continues for a period of at least five (5) Business Days;


 


(f)           if
any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)          if
the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry
of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to
pay its debts as the same become due;


 




    	-23-



    	 



    

 


(h)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in
an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders
the liquidation of the Company or any Subsidiary;


 


(i)           if
at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or


 


(j)           if
at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to
Section 2(e) hereof).


 


In addition to any other rights and remedies
under applicable law and this Agreement, so long as an Event of Default has occurred and is continuing, or if any event which,
after notice and/or lapse of time, would become an Event of Default, has occurred and is continuing, or so long as the Closing
Sale Price is below the Floor Price, the Company shall not deliver to the Investor any Regular Purchase Notice or Accelerated Purchase
Notice.


 


11.         TERMINATION


 


This Agreement may
be terminated only as follows:


 


(a)          If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes
a general assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(f),
10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company
(except as set forth below) without further action or notice by any Person.


 


(b)          In
the event that the Commencement shall not have occurred on or before December 15, 2014, due to the failure to satisfy the conditions
set forth in Sections 7 and 8 above with respect to the Commencement, this Agreement may be terminated by either
party at the close of business on such date or thereafter without liability of such party to the other party (except as set forth
below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall not be available to
any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation or warranty
of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c)
or Section 8(e), as applicable, could not then be satisfied.


 


(c)         
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no
reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement
without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company
Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor.


 


(d)          This
Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount
as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to
any other party under this Agreement (except as set forth below).


 




    	-24-



    	 



    

 


(e)          If,
for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this
Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice
on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set
forth below).


 


Except as set forth in Sections 11(a)
(in respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination
of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the
Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties
and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification
provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11
and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i)
affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to pending Regular
Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to
any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall
survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation
or willful breach of any of the Transaction Documents.


 


12.          MISCELLANEOUS.


 


(a)          Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Illinois, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the
adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 




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(c)          Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d)          Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e)          Entire
Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company,
their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction
Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered
herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on,
in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction
Documents.


 


(f)          Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


 


	If to the Company:
	 	xG Technology, Inc.
	 	240 S. Pineapple Avenue, Suite 701
	 	Sarasota, Florida 34236
	 	Telephone:	(941) 953-9035
	 	Facsimile:
	 	E-mail:
	 	Attention:


 


	With a copy to (which shall not constitute notice or service of process):
	 	Robinson Brog Leinwand Greene Genovese & Gluck, P.C.
	 	875 Third Avenue
	 	New York, NY 10022
	 	Telephone:	(212) 603-6391
	 	Facsimile:	(212) 956-2164
	 	E-mail:	ded@robinsonbrog.com
	 	Attention:	David E. Danovich, Esq.


 


	If to the Investor:
	 	Lincoln Park Capital Fund, LLC
	 	440 North Wells, Suite 410
	 	Chicago, IL 60654
	 	Telephone:	312-822-9300
	 	Facsimile:	312-822-9301
	 	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	Attention:	Josh Scheinfeld/Jonathan Cope


 




    	-26-



    	 



    

 


	With a copy to (which shall not constitute notice or service of process):
	 	Greenberg Traurig, LLP
	 	The MetLife Building
	 	200 Park Avenue
	 	New York, NY 10166
	 	Telephone:	(212) 801-9200
	 	Facsimile:	(212) 801-6400
	 	E-mail:	marsicoa@gtlaw.com
	 	Attention:	Anthony J. Marsico, Esq.


 


	If to the Transfer Agent:
	 	Continental Stock Transfer & Trust
	 	17 Battery Place, 8th Floor
	 	New York, NY 10004
	 	Telephone:	(212) 845-3285
	 	Facsimile:	(212) 616-7608
	 	Attention:	Richard Viscovich


 


or at such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender's facsimile machine
or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the
first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 


(g)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


 


(h)         No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i)          Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon the form and substance of,
and shall give reasonable consideration to all such comments from the Investor or its counsel on, any press release, SEC filing
or any other public disclosure by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of
the Transaction Documents or the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public
disclosure thereof. The Investor must be provided with a final version of any such press release, SEC filing or other public disclosure
at least 24 hours prior to any release, filing or use by the Company thereof. The Company agrees and acknowledges that its failure
to fully comply with this provision constitutes a Material Adverse Effect.


 




    	-27-



    	 



    

 


(j)           Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)          No
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that, except as disclosed
in Schedule 4(w), it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions
contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement
agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment
of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the
transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense
(including, without limitation, attorneys' fees and out of pocket expenses) arising in connection with any such claim.


 


(l)           No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(m)         Remedies,
Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without
limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available
to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief),
no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy
and nothing herein shall limit the Investor's right to pursue actual damages for any failure by the Company to comply with the
terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Investor and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.


 


(n)          Enforcement
Costs. If: (i) this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor
through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership
or other proceedings affecting creditors' rights and involving a claim under this Agreement; or (iii) an attorney is retained to
represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the
Investor, as incurred by the Investor, all reasonable costs and expenses including attorneys' fees incurred in connection therewith,
in addition to all other amounts due hereunder.


 


(o)          Amendment
and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by the parties from and
after the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC.
Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument
signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by
the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.


 


*   *   *   *   *


 




    	-28-



    	 



    

 


IN WITNESS WHEREOF, the Investor
and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	xG TECHNOLOGY, INC.
	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION 
	 	 
	 	By:	 	 
	 	Name:	Josh Scheinfeld	 
	 	Title:	President	 


 




    	-29-



    	 



    

 


SCHEDULES


 





	Schedule 4(w)	Agent’s Fees







 


EXHIBITS


 


	Exhibit A	Form of Company Counsel Opinion
	Exhibit B	Form of Officer’s Certificate
	Exhibit C	Form of Secretary’s Certificate
	Exhibit D	Form of Letter to Transfer Agent


 




    	 



    	 



    

 


DISCLOSURE SCHEDULES


 


Schedule 4(w) – Agent’s Fees


 


None.


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF COMPANY COUNSEL OPINION


 


Capitalized terms used
herein but not defined herein, have the meaning set forth in the Purchase Agreement. Based on the foregoing, and subject to the
assumptions and qualifications set forth herein, we are of the opinion that:


 


1.          The
Company is a corporation existing and in good standing under the laws of the State of Delaware. The Company is qualified to do
business as a foreign corporation and is in good standing in the State of Florida.


 


2.          The
Company has the corporate power to execute and deliver, and perform its obligations under, each Transaction Document to which it
is a party. The Company has the corporate power to conduct its business as, to the best of our knowledge, it is now conducted,
and to own and use the properties owned and used by it.


 


3.          The
execution, delivery and performance by the Company of the Transaction Documents to which it is a party have been duly authorized
by all necessary corporate action on the part of the Company. The execution and delivery of the Transaction Documents by the Company,
the performance of the obligations of the Company thereunder and the consummation by it of the transactions contemplated therein
have been duly authorized and approved by the Company's Board of Directors and no further consent, approval or authorization of
the Company, its Board of Directors or its stockholders is required. The Transaction Documents to which the Company is a party
have been duly executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting creditor’s rights
and remedies.


 


4.          The
execution, delivery and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions
contemplated thereby including the offering, sale and issuance of the Commitment Shares and the Purchase Shares in accordance with
the terms and conditions of the Purchase Agreement, and fulfillment and compliance with terms of the Transaction Documents, does
not and shall not: (i) conflict with, constitute a breach of or default (or an event which, with the giving of notice or lapse
of time or both, constitutes or could constitute a breach or a default), under (a) the Certificate of Incorporation or the Bylaws
of the Company, (b) any material agreement, note, lease, mortgage, deed or other material instrument to which to our knowledge
the Company is a party or by which the Company or any of its assets are bound (“Material Agreements”), (ii) result
in any violation of any statute, law, rule or regulation applicable to the Company, or (iii) to our knowledge, violate any order,
writ, injunction or decree applicable to the Company or any of its subsidiaries.


 


5.          The
issuance of the Purchase Shares and the Commitment Shares pursuant to the terms and conditions of the Transaction Documents has
been duly authorized by all necessary corporate action on the part of the Company. The Commitment Shares are validly issued, fully
paid and non-assessable, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first refusal and preemptive
rights. 7,000,000 shares of Common Stock have been properly reserved for issuance as Purchase Shares under the Purchase Agreement.
When issued and paid for in accordance with the Purchase Agreement, the Purchase Shares shall be validly issued, fully paid and
non-assessable, to our knowledge, free of all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights.
To our knowledge, the execution and delivery of the Registration Rights Agreement do not, and the performance by the Company of
its obligations thereunder shall not, give rise to any rights of any other Person for the registration under the Securities Act
of any shares of Common Stock or other securities of the Company which have not been waived.


 




    	 



    	 



    

 


6.          As
of the date hereof, the authorized capital stock of the Company consists of __,___,___ shares of common stock, par value $0.00001
per share, of which to our knowledge __________ shares are issued and outstanding.


 


7.          Assuming
the accuracy of the representations and your compliance with the covenants made by you in the Transaction Documents, the offering,
sale and issuance of the Commitment Shares and the Purchase Shares to you pursuant to the Transaction Documents is exempt from
registration under the Securities Act.


 


8.          Other
than that which has been obtained and completed prior to the date hereof, no authorization, approval, consent, filing or other
order of any federal or state governmental body, regulatory agency, or stock exchange or market, or any court, or, to our knowledge,
any third party is required to be obtained by the Company to enter into and perform its obligations under the Transaction Documents
or for the Company to issue and sell the Commitment Shares and the Purchase Shares as contemplated by the Transaction Documents.


 


9.          The Common Stock is
registered pursuant to Section 12(b) of the Exchange Act. To our knowledge, since one year preceding the date of the Purchase Agreement,
the Company has been in compliance with the reporting requirements of the Exchange Act applicable to it. To our knowledge, since
one year preceding the date of the Purchase Agreement, the Company has not received any written notice from any Person stating
that the Company has not been in compliance with any of the rules and regulations (including the requirements for continued listing)
of the Principal Market.


 


10.        The Company is not,
and after giving effect to the issuance of the Commitment Shares and the Purchase Shares and the application of the proceeds as
described in the Prospectus, will not be, an “investment company,” as that term is defined in the Investment Company
Act of 1940, as amended.


 


11.        Except as described
in the Registration Statement and the Prospectus, none of the Material Agreements grants to any person the right to require the
Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be
owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration
Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities
Act.


 


[THE FOLLOWING MAY BE MADE IN A SEPARATE NEGATIVE
ASSURANCES LETTER]


 


As counsel to the Company,
we reviewed the Registration Statement and the Prospectus, and participated in discussions with your representatives and those
of the Company, at which the contents of the Registration Statement and the Prospectus were discussed. Between the date of the
Transaction Documents and the time of the delivery of this letter, we participated in further discussions with your representatives
and those of the Company, and we reviewed certain certificates of officers of the Company and public officials delivered to you
today.


 




    	 



    	 



    

 


The purpose of our
engagement was not to establish or to confirm factual matters set forth in the Registration Statement and the Prospectus, and we
have not undertaken any obligation to verify independently any of the factual matters set forth in the Registration Statement and
the Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement and the
Prospectus involve matters of a non-legal nature.


 


Subject to the foregoing,
we confirm to you that, on the basis of the information that we gained in the course of performing the services referred to above,
nothing came to our attention that caused us to believe that: (a) the Registration Statement, as of its effective date, contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (b) the Prospectus, as of its date and as of the date and time of delivery of this letter,
contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, and we do not express any belief as to the financial statements and related notes, financial statement
schedules or financial statistics or other financial or accounting data and information contained in or omitted from the Registration
Statement or the Prospectus.


 


We inform you that
the Registration Statement became effective under the Securities Act on _______, 201__ and that no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act.


 


We are not representing
the Company in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks
to enjoin the performance of, the Transaction Documents.


 


Further, we confirm
to you that the Registration Statement, as of its effective date, and the Prospectus, as of its date, appeared to us on their face
to respond in all material respects to the requirements of Form S-1, except that the foregoing statement does not address any requirement
relating to financial statements, notes or schedules and financial and accounting data or information contained in or omitted from
the Registration Statement or the Prospectus Supplement.


 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Purchase Agreement
dated as of September 19, 2014, (“Purchase Agreement”), by and between xG TECHNOLOGY, INC., a Delaware
corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, ___________,
______________ of the Company, hereby certifies as follows:


 


1.          I
am the _____________ of the Company and make the statements contained in this Certificate;


 


2.          The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such
representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such
representations and warranties are true and correct as of such date);


 


3.          The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.


 


4.          The
Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ___________.


 


	 	 	 
	 	Name:	 
	 	Title:	 


 


The undersigned as
Secretary of xG TECHNOLOGY, INC., a Delaware corporation, hereby certifies that ___________ is the duly elected, appointed,
qualified and acting ________ of _________ and that the signature appearing above is his genuine signature.


 


	 	 
	 	Secretary 


 




    	 



    	 



    

 


EXHIBIT C


 


FORM OF SECRETARY’S CERTIFICATE


 


This Secretary’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated
as of September 19, 2014 (“Purchase Agreement”), by and between xG TECHNOLOGY, INC., a Delaware corporation
(the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company
may sell to the Investor up to Fifteen Million Dollars ($15,000,000) of the Company's Common Stock, $0.00001 par value per share
(the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase
Agreement.


 


The undersigned, ____________, Secretary
of the Company, hereby certifies as follows:


 


1.          I
am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


 


2.          Attached
hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”)
and Certificate of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action has been
taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment relating
to or affecting the Bylaws or Charter.


 


3.          Attached
hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the
Company on _____________, at which a quorum was present and acting throughout. Such resolutions have not been amended, modified
or rescinded and remain in full force and effect and such resolutions are the only resolutions adopted by the Company’s Board
of Directors, or any committee thereof, or the stockholders of the Company relating to or affecting (i) the entering into and performance
of the Purchase Agreement, or the issuance, offering and sale of the Purchase Shares and the Commitment Shares and (ii) and the
performance of the Company of its obligation under the Transaction Documents as contemplated therein.


 


4.            As
of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ____________.


 


	 	 	 
	 	Secretary	 


 


The undersigned as ___________ of xG
TECHNOLOGY, INC., a Delaware corporation, hereby certifies that ____________ is the duly elected, appointed, qualified and
acting Secretary of _________, and that the signature appearing above is his genuine signature.


 


	 	 	 


 




    	 



    	 



    

 


EXHIBIT D


 


FORM OF LETTER TO THE TRANSFER AGENT
FOR THE ISSUANCE OF THE COMMITMENTS SHARES AT SIGNING OF THE PURCHASE AGREEMENT


 


[COMPANY LETTERHEAD]


 


	[DATE]	 
	 	 
	[TRANSFER AGENT]	 
	 	 
	 	 
	 	 


 


Re: Issuance of Common Stock to Lincoln Park Capital Fund, LLC


 


Dear ________,


 


On behalf of xG TECHNOLOGY, INC.,
(the “Company”), you are hereby instructed to issue as soon as possible a share certificate representing
an aggregate of 175,000 shares of our common stock in the name of Lincoln Park Capital Fund, LLC. The share certificate
should be dated September 19, 2014. I have included a true and correct copy of a unanimous written consent executed by all of the
members of the Board of Directors of the Company adopting resolutions approving the issuance of these shares. The share certificate
should bear the following restrictive legend:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 




    	 



    	 



    

 


The share certificate should be sent as soon as possible
via overnight mail to the following address:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Attention: Josh Scheinfeld/Jonathan
Cope


 


Thank you very much for your help. Please call me at ______________
if you have any questions or need anything further.


 


xG TECHNOLOGY, INC.


 





	BY:	 	 
	 	[name]	 
	 	[title]