Exhibit 4.9


 


XG TECHNOLOGY, INC.



SERIES A WARRANT (the “Warrant”)


 


	Warrant No. [●]	Original Issue Date:  [●], 2015


 


XG TECHNOLOGY, INC.,
a Delaware corporation (the “Company”), hereby certifies that, for value received, [●] or its permitted
registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [●]
shares of common stock, $0.00001 par value (the “Common Stock”), of the Company (each such share,
a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise
price equal to $[●] per share (as adjusted from time to time as provided herein, the “Exercise Price”),
at any time and from time to time on or after the Closing Date (the “Trigger Date”) and through and including
5:00 P.M., New York City time, on [●], 2020 (the “Expiration Date”), and subject to the following
terms and conditions:


 


The original issuance
of the Warrants and the Warrant Shares by the Company has been registered pursuant to a Registration Statement on Form S-1 (File
No. 333-203853) (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities
Act, the “Registration Statement”).


 


		1.	Definitions.



 


“Affiliate”
of a person means a person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, the person specified.


 


“Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


“Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


“Trading Day”
means any day on which trading of the Common Stock occurs on the applicable Trading Market.


 


“Trading Market”
means the NASDAQ Capital Market or, if the Company’s Common Stock is not then listed on the NASDAQ Capital Market, then such
exchange or quotation system on which the Common Stock then primarily trades.


 




    	1



    	 



    

  


“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the applicable Trading Market
during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if
no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the VWAP cannot be calculated for such security on such date
on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 15(b) hereof. All such determinations shall be appropriately adjusted for
any share dividend, share split or other similar transaction during such period.


 


2.           List
of Warrant Holders. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or,
as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.           List
of Transfers.


 


(a)          This
Warrant and the Warrant Shares are transferable.


 


(b)         The
Company shall register any such transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein.
Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any
such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The
Holder is responsible for any transfer taxes, fees or expenses payable upon such transfer.


 


4.           Exercise
and Duration of Warrants.


 


(a)         All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 hereof at
any time and from time to time on or after the Trigger Date and through and including the Expiration Date. Subject to Section 11
hereof, at 5:00 p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value and this Warrant shall be terminated and no longer outstanding. In addition, if cashless exercise
would be permitted under Section 10(b) hereof, then all or part of this Warrant may be exercised by the registered Holder
utilizing such cashless exercise provisions at any time, or from time to time, on or after the Trigger Date and through and including
the Expiration Date.


 




    	2



    	 



    

  


(b)         The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise
Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions
set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised.
The date the Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is an
“Exercise Date”; provided that the Exercise Price is paid by Holder to the Company within two Trading
Days of such Exercise Date. For the avoidance of doubt, the Exercise Notice does not need to be notarized or contain a medallion
guarantee or any other guarantee of any nature. The Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the
second (2nd) business day following the date on which the Company has received the Exercise Notice, the Company shall
transmit a confirmation of receipt of the Exercise Notice to the Holder and also will notify the Company’s transfer agent.


 


5.           Delivery
of Warrant Shares.


 


(a)         Upon
exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date) issue
or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder
may designate (provided that, if the Registration Statement is not then effective and the Holder directs the Company to deliver
a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to
the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of
such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), and all applicable state securities or blue
sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends unless the Registration
Statement is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule
144 under the Securities Act. If the Warrant Shares can be issued without restrictive legends, the Company shall, upon the written
request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through
the Depository Trust and Clearing Corporation (“DTC”) or another established clearing corporation performing
similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its
current transfer agent cannot deliver Warrant Shares electronically through DTC.


 




    	3



    	 



    

  


(b)         To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof
are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any
setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person
of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to
the terms hereof.


 


6.           Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in
the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall
be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.


 


7.           Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.           Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 9 hereof). The Company covenants that all Warrant Shares so issuable
and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.


 


9.           Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 




    	4



    	 



    

  


(a)           Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into
a smaller number of shares, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price by a
fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made
pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of
this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b)           Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock
covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any
other asset (including cash) (in each case, “Distributed Property”), then the Holder shall receive with
respect to all Warrant Shares the Distributed Property that such Holder would have been entitled to receive in respect of such
number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to the record date for
such Distributed Property.


 


(c)           Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of a majority of the outstanding shares of Common Stock tender or exchange their shares for
other securities, cash or property, or (iv) the Company effects any reclassification of its outstanding Common Stock or any
compulsory share exchange pursuant to which outstanding Common Stock is effectively converted into or exchanged for other securities,
cash or property (each, a “Fundamental Transaction”), then the Holder shall have the right thereafter
to receive, upon any subsequent exercise of this Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously
with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring
such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration
as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant.
Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any successor entity shall
pay in exchange for this Warrant at the Holder’s option, exercisable at any time concurrently with or within 30 days
after the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance
with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price
per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation
of the applicable Fundamental Transaction, (ii) a risk free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an
expected volatility equal to the greater of 100% and the 60 day volatility obtained from the “HVT” function on
Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.
The provisions of this paragraph (c) shall similarly apply to subsequent Fundamental Transactions.


 




    	5



    	 



    

  


(d)           Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)           Subsequent
Equity Sales.


 


(i)           If
the Company shall at any time issue shares of Common Stock, Options or Convertible Securities entitling any Person to acquire shares
of Common Stock, at a price per share less than the Exercise Price in effect immediately prior to the time of such issuance (if
the holder of the Common Stock, Options or Convertible Securities so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise
Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, the Exercise Price shall be reduced
to equal such lower price, but the number of Warrant Shares which the Holder may acquire under this Warrant will not be affected
thereby. Such adjustment shall be made whenever such Common Stock, Options or Convertible Securities are issued. The Company shall
notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock, Options or Convertible
Securities subject to this Section, indicating therein the applicable issuance price, or the applicable reset price, exchange price,
conversion price and other pricing terms.


 


(ii)           For
purposes of this subsection 9(e), the following subsections (e)(ii)(l) to (e)(ii)(7) shall also be applicable:


 




    	6



    	 



    

  


(1)           Issuance
of Rights or Options. In case at any time the Company shall in any manner grant (directly and not by assumption in a merger
or otherwise) any Options or Convertible Securities, whether or not such Options or the right to convert or exchange any such Convertible
Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options
or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute
the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting
of such Options, plus (y) the aggregate amount of additional consideration payable to the Company upon the exercise of all such
Options, plus (z), in the case of such Options that relate to Convertible Securities, the aggregate amount of additional consideration,
if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the
total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Exercise Price in effect immediately
prior to the time of the granting of such Options, then the total number of shares of Common Stock issuable upon the exercise of
such Options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such
Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance
of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price. Except
as otherwise provided in subsections 9(e)(i) and 9(e)(ii)(3), no adjustment of the Exercise Price shall be made upon
the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue
of such Common Stock upon conversion or exchange of such Convertible Securities.


 


(2)           Issuance
of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption in a merger or otherwise)
or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing
(i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration,
if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Exercise Price in effect immediately
prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange
of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or
sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price,
provided that (a) except as otherwise provided in subsection 9(e)(ii)(3), no adjustment of the Exercise Price shall be made
upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further
adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options
to purchase any such Convertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions
of subsection 9(e). No adjustment pursuant to this Section 9 shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.


 




    	7



    	 



    

  


(3)           Change
in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase price provided
for in any Option referred to in subsection 9(e)(ii)(l) hereof, the additional consideration, if any, payable upon the conversion
or exchange of any Convertible Securities referred to in subsections 9(e)(ii)(l) or 9(e)(ii)(2), or the rate at which Convertible
Securities referred to in subsections 9(e)(ii)(l) or 9(e)(ii)(2) are convertible into or exchangeable for Common Stock shall
change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution),
the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price that would have been
in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional
consideration or conversion rate, as the case may be, at the time initially granted, issued or sold.


 


(4)           Stock
Dividends. Subject to the provisions of this Section 9(e), in case the Company shall declare a dividend or make another
distribution upon any stock of the Company (other than the Common Stock) payable in Common Stock, Options or Convertible Securities,
then any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution
shall be deemed to have been issued or sold without consideration.


 


(5)           Calculation
of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto,
or the transaction is considered to be two separate sales but the specific consideration allocated to such Options is $0.01, then
the Options will be deemed to have been issued for a consideration of the Exercise Price underlying such Option. If any shares
of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor will be deemed to be the net amount received by the Company therefor. If any shares of Common Stock, Options
or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by
the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case
the amount of consideration received by the Company will be the VWAP of such security on the date of receipt. If any shares of
Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or
Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined
by the Company.


 




    	8



    	 



    

  


(6)           Record
Date. In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (i) to
receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) to subscribe for
or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue
or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.


 


(7)           Treasury
Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for
the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation
or retirement thereof) shall be considered an issue or sale of Common Stock for the purpose of this subsection (e).


 


(iii)        Notwithstanding
the foregoing, no adjustment will be made under this paragraph (e) in respect of: (i) the issuance of securities upon
the exercise or conversion of any Common Stock or Convertible Securities issued by the Company prior to the date hereof; provided
that neither the conversion price, exercise price nor number of shares issuable under such Convertible Securities (excluding any
Convertible Securities covered by clause (ii) below) is amended, modified or changed after the date hereof, (ii) the
grant of options, warrants, Common Stock or other Convertible Securities (but not including any amendments to such instruments)
under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter
approved by the Company and its stockholders in the future, and the issuance of Common Stock in respect thereof, (iii) the
issuance of securities in connection with a Strategic Transaction, (iv) the issuance of securities in a transaction described
in Section 9(a) or 9(b), or (v) upon the exercise of the Series B Warrants, Series C Warrants and Series D Warrants issued
in the same offering of these Series A Warrants and, in the case of the Series B Warrants, underlying the Series D Warrants (collectively,
“Excluded Issuances”). For purposes of this paragraph, a “Strategic Transaction”
means a transaction or relationship in which (1) the Company issues shares of Common Stock to a Person that the Board of Directors
determined in good faith is, itself or through its subsidiaries, an operating company in a business synergistic with the business
of the Company (or a shareholder thereof) and (2) the Company expects to receive benefits in addition to the investment of
funds.


 


(f)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(g)          De
Minimis Adjustments. No adjustment in the Exercise Price shall be required unless such adjustment would require an increase
or decrease of at least $0.01 in such price; provided, however, that any adjustment which by reason of this Section 9(g)
is not required to be made shall be carried forward and taken into account in any subsequent adjustments under this Section 9.
All calculations under this Section 9 shall be made by the Company in good faith and shall be made to the nearest cent or
to the nearest one hundredth of a share, as applicable. No adjustment need be made for a change in the par value or no par value
of the Company’s Common Stock.


 




    	9



    	 



    






 


(h)          Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, notify
the Holder in writing of the occurrence of such adjustment and, at the written request of the Holder, promptly compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant
(as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment
is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to Continental
Stock Transfer & Trust Company, the transfer agent of the Company.


 


(i)          Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into
any definitive agreement for or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall
be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a Person
would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take
all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however,
that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to
be described in such notice.


 


10.          Payment
of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)          Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)          Cashless
Exercise. If an Exercise Notice is delivered at a time when the Registration Statement is not then effective, then the Holder
may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event the Company shall issue
to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A] Where


 


X = the number of Warrant Shares
to be issued to the Holder


 


Y = the number of Warrant Shares
with respect to which this Warrant is being exercised


 




    	10



    	 



    

 


A = the VWAP for the five Trading
Days immediately prior to (but not including) the Exercise Date


 


B = the Exercise Price


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


 


After the Trigger Date,
the Company shall use commercially reasonable efforts to maintain an effective Registration Statement registering the Warrant Shares.


 


(c)          Company-Elected
Conversion. (i) The Company shall provide to the Holder prompt written notice of any time that the Company is unable to
issue the Warrant Shares via DTC transfer (or otherwise without restrictive legend), because (A) the Securities and Exchange
Commission (the “Commission”) has issued a stop order with respect to the Registration Statement, (B) the
Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
or (D) otherwise (each, a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event
occurs after the Holder has exercised this Warrant in accordance with Section 4(b) but prior to the delivery of the Warrant
Shares, the Company shall (i) if the VWAP (as calculated above) of the Warrant Share is greater than the Exercise Price, provide
written notice to the Holder that the Company will deliver that number of Warrant Shares to the Holder as should be delivered in
a cashless exercise transaction in accordance with Section 10(b), and return to the Holder all consideration paid to the Company
in connection with the Holder’s attempted exercise of this Warrant pursuant to Section 4(b) (a “Company-Elected
Conversion”), or (ii) at the election of the Holder to be given within five (5) days of receipt of
notice of a Company-Elected Conversion, the Holder shall be entitled to rescind the previously submitted Exercise Notice and the
Company shall return all consideration paid by Holder for such shares upon such rescission. The Company shall provide to the Holder
prompt written notice of the termination of the Restrictive Legend Event. If a Restrictive Legend Event is occurring as of the
Expiration Date, the term of this Warrant shall be extended until the fifth (5th) business day after the termination
of such Restrictive Legend Event.


 




    	11



    	 



    

 


11.          Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder
and its affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares
of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice by the Holder will
constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance
of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation
to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided
below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of
Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:30 p.m., New York City time, on the
Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with
such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number
of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. By written notice to the Company, which will not be effective until the 61st day after such notice is delivered
to the Company, the Holder may waive the provisions of this Section to change the beneficial ownership limitation to 4.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon exercise of this Warrant, and the provisions of this Section 11 shall continue to apply. Upon such a change by a Holder
of the beneficial ownership limitation from such 9.99% limitation to such 4.99% limitation, the beneficial ownership limitation
may not be further waived by such Holder.


 


12.          No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.


 


13.          Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile or email at the facsimile number or email address, respectively, specified
in this Section 13 at or prior to 5:00 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in
this Section 13 on a day that is not a Trading Day or later than 5:00 p.m. (New York City time) on any Trading Day,
(iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such notices or
communications shall be: (a) if to the Company, to xG Technology, Inc., 240 S. Pineapple Avenue, Suite 701, Sarasota, FL
34236, Attention: Roger G. Branton, Facsimile No.: 941-954-5895, email: [●] (or such other address as the Company shall
indicate in writing in accordance with this Section 13) or (b) if to the Holder, to the address or facsimile number
appearing on the Warrant Register (or such other address as the Company shall indicate in writing in accordance with this
Section 13). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the
contrary.


 




    	12



    	 



    

 


14.          Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the
Company may appoint a new warrant agent provided any corporation into which the Company or any new warrant agent may be merged
or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


15.         Miscellaneous.


 


(a)          This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder, or their successors and assigns.


 


(b)          All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and
the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the courts of the State of New York located in the City and
County of New York or in the United States District Court for the Southern District of New York (the “New York Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives,
and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court,
or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant
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 hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce
any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 




    	13



    	 



    

 


(c)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)          Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 




    	14



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	XG TECHNOLOGY, INC.
	 	 
	 	By: 	 
	 	 	Name: [●]
	 	 	Title: [●]


 




    	 



    	 



    

 


EXERCISE NOTICE



XG TECHNOLOGY, INC.



WARRANT NO.          DATED 20           ,


 


Ladies and Gentlemen:


 


		(1)	The undersigned hereby elects to exercise the above-referenced Warrant with respect to shares of
Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.



 


		(2)	The Holder intends that payment of the Exercise Price shall be made as (check one):



 


£          Cash
Exercise under Section 10(a)


 


£          Cashless
Exercise under Section 10(b)


 


		(3)	If the Holder has elected a Cash Exercise, the holder
shall pay the sum of $           to the Company in accordance with the terms
of the Warrant.



 


		(4)	Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant
Shares determined in accordance with the terms of the Warrant.



 


		(5)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company
that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of
Common Stock (as determined in accordance with Section 13(d) o the Securities Exchange Act of 1934) permitted to be owned
under Section 11 of this Warrant to which this notice relates.



 


		(6)	The DWAC information for the transfer of the shares of Common Stock is set out below.



 


	 	HOLDER:
	 	 	 
	 	 
	 	 	(Print Name)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


DWAC Information


 


	Name of Holder’s broker:  	 	 


 


	Broker’s DTC No.: 	 	 


 


	Name on Holder’s brokerage account:  	 	 


 


	Holder’s brokerage account number: 	 	 


 




    	 



    	 



    

 


WARRANT ORIGINALLY ISSUED          , 201


 


WARRANT NO.



 FORM OF ASSIGNMENT


 


To be completed and signed only upon transfer
of Warrant


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto              the
right represented by the within Warrant to purchase          shares of Common Stock to
which the within Warrant relates and appoints                   
attorney to transfer said right on the books of the Company with full power of substitution in the premises.


 


Dated:


 


	 	TRANSFEROR:
	 	 
	 	 
	 	(print name)
	 	 	 
	 	By: 	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	TRANSFEREE:
	 	 
	 	 
	 	(print name)
	 	 	 
	 	 
	 	 
	 	 
	 	(Address of Transferee)


 


	In the presence of: