Ex 10.18


 


Date:
14th of April 2011


 


xG TECHNOLOGY,
INC.


 


-
and -


 


MATS
WENNBERG


 





 






 


WARRANT
AGREEMENT


 


 






 




    	 



    	 



    

 


Contents


 


	No 	Heading	Page
	 	 	 
	 	Clauses	 
	 	 	 
	1.	Definitions	1
	 	 	 
	2.	The Warrant	2
	 	 	 
	3.	Adjustment of Subscription Rights	3
	 	 	 
	4.	Other Provisions	3
	 	 	 
	5.	No Obligation to Register Warrant Shares	4
	 	 	 
	6.	Assignment	4
	 	 	 
	7.	Rights as Shareholders	4
	 	 	 
	8.	Modification and Waiver	5
	 	 	 
	9.	Notices	5
	 	 	 
	10.	Law	5


 




    	 



    	 



    

 


THIS AGREEMENT is made this                               day
of             2011


 


BETWEEN:


 


		(1)	xG TECHNOLOGY, INC. (incorporated and registered in the United States of America) whose
principal office is at 240 S. Pineapple Avenue, Suite 701, Sarasota FL 34236 (the “Company”); and



 


		(2)	MATS WENNBERG, (with Swedish social secutity number 19580705-7533) of PO Box 57, SE-182
05 Djursholm, Sweden (the “Warrant Holder”).



 


IT IS AGREED:


 


		1.	Definitions



 


		1.1	In this Agreement the following words and expressions have the meanings set out below:



 





	 	“AIM”	means the market of that name operated by London Stock Exchange;
	 	 	 
	 	“Auditors”	means the auditors for the time being of the Company;
	 	 	 
	 	“London Stock Exchange”	means London Stock Exchange plc; 
	 	 	 
	 	“Shares”	means the shares of $0.01 each in the common stock of the Company;
	 	 	 
	 	“Subscription Price”	means $0.225 per Warrant Share;
	 	 	 
	 	“UK Listing Authority”	means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended);
	 	 	 
	 	“Warrant”	means the right to subscribe for the Warrant Shares at the Subscription Price;
	 	 	 
	 	“Warrant Shares”	means up to 500,000 Shares; and
	 	 	 
	 	“Warrant Period”	means the period commencing on 14 April, 2011 and ending on 13 April, 2014.




  




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		1.2	Headings in this Agreement are for ease of reference only and shall not be taken into account in
the construction of this Agreement.



 


		2.	The Warrant



 


In
consideration of the sum of $0.052 payable by way of premium for each Warrant Share for which the Warrant Holder is granted to
the right to subscribe hereunder and upon the terms of this Agreement, the Company hereby grants to the Warrant Holder the Warrant
which is exercisable at the Subscription Price in whole or in part during the period commencing on 14 April, 2011 and ending on
13 April, 2014.


 


		2.1	The Warrant shall be exercised by the Warrant Holder giving notice to the Company in writing of
the number of Warrant Shares in respect of which it wishes to exercise the Warrant, accompanied by payment of the aggregate Subscription
Price in respect thereof, and shall be effective on the date of its receipt by the Company.



 


		2.2	Shares shall be allotted and issued pursuant to a notice of exercise of the Warrant within 14 days
of the date of exercise and a definitive share certificate issued to the Warrant Holder in respect thereof or, at the Warrant Holder’s
request, the appropriate credit of the Shares made to the Warrant Holder’s stock account in CREST (if the Shares are then
eligible to be settled in CREST). Save for any rights determined by reference to a date preceding the date of allotment, such Shares
shall rank pari passu with the other Shares of the same class in issue at the date of allotment.



 


		2.3	When the Warrant is exercised only in part, the balance of the Warrant not exercised under such
partial exercise shall remain exercisable on the same terms mutatis mutandis as originally applied to the whole of the Warrant.



 


		2.4	The Company shall make application to London Stock Exchange for Shares allotted and issued on exercise
of the Warrant to be admitted to trading on AIM. If Shares are then listed on the Official List of the UK Listing Authority and
traded on the London Stock Exchange’s markets for listed securities, the Company shall as soon as practicable after the allotment
of any Shares pursuant to the exercise of the Warrant apply for the admission of the Shares allotted to the Official List and to
London Stock Exchange’s markets.



 


		2.5	The Company warrants that as at the date of this Agreement it has power to grant the Warrants (including
under its Certificate of Incorporation and Bylaws) without any further sanction or consent by members of the Company or any other
person.



 






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		3.	Adjustment of Subscription Rights



 








		3.1	After any allotment of fully paid Shares by way of capitalisation of the Company’s reserves
(other than Shares paid up out of distributable reserves and issued in lieu of a cash dividend) to holders of the Shares on the
register on a date (or by reference to a record date) before the end of the Warrant Period or upon any sub-division or consolidation
of the Shares or reduction of share capital before the end of the Warrant Period, the number and/or nominal value of Shares to
be subscribed on any subsequent exercise of the Warrant will be increased or, as the case may be, reduced in due proportion so
as to maintain the same relative subscription rights for the Warrant and the Subscription Price will be adjusted accordingly, with
effect from the record date for such capitalisation, sub-division or consolidation. On any such capitalisation, sub-division, consolidation
or reduction of capital the Auditors shall be requested by the Directors to certify the appropriate adjustments and, within 28
days thereafter, notice thereof will be sent to the Warrant Holder.



 


		3.2	If, on a date (or by reference to a record date) before the end of the Warrant Period, the Company
makes any offer or invitation (whether by rights or other issue but not being an offer by the Company to purchase its own shares)
to the holders of the Shares, or any offer or invitation (not being an offer to which Clause 4.2 below applies) is made to all
such holders otherwise than by the Company, then (unless the same offer or invitation is made to the Warrant Holder at the same
time as if the Warrant had been exercised on the day immediately preceding the date, or, as the case may be, the record date of
such offer or invitation) the Subscription Price shall be adjusted in such manner as the Auditors shall certify to be appropriate
so as to maintain the same relative subscription rights for the Warrant. Any such adjustment shall become effective as at the record
date for the offer or invitation. The Company shall give notice to the Warrant Holder within 28 days of any adjustment made pursuant
to this Clause 3.2.



 


		3.3	The determination of the Auditors pursuant to Clauses 3.1 and 3.2 shall, save in the case of manifest
error, be binding on the Warrant Holder.



 


		4.	Other Provisions



 


So long as the Warrant remains
capable of exercise:-


 


		4.1	The Company shall not make any allotment of fully paid Shares by way of capitalisation of profits
or reserves unless at the date of such allotment the Directors have all necessary authority and power to grant the additional subscription
rights to subscribe Shares to which the Warrant Holder will by virtue of Clause 3.1 above be entitled in consequence of such capitalisation.



 


		4.2	If at any time an offer is made to all holders of Shares (or all such holders other than the offeror
and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part
of the issued ordinary share capital of the Company and the Company becomes aware that as a result of such offer the right to cast
a majority of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become vested in
the offeror and/or such persons or companies as aforesaid, the Company shall give notice to the Warrant Holder of such vesting
or prospective vesting within 14 days of its becoming so aware, and the Warrant Holder shall be entitled, at any time within the
period of 30 days immediately following the date of such notice, to exercise the Warrant and to the extent that the Warrant
is not exercised within such period it shall cease and determine.



 




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		4.3	If an order is made or an effective resolution is passed for winding up the Company (except for
the purpose of reconstruction, amalgamation or unitisation), the Warrant Holder shall (if, in such winding up and on the basis
that all rights to subscribe for shares in the Company then unexercised had been exercised in full and the subscription moneys
therefor had been received in full by the Company, there would be a surplus available for distribution amongst the holders of the
Shares which, on such basis, would exceed in respect of each ordinary share a sum equal to the Subscription Price) be treated as
if immediately before the date of such order or resolution the Warrant had been exercised in full (subject to any adjustment pursuant
to Clause 3 above), and shall accordingly be entitled to receive out of the assets available in the liquidation pari passu
with the holders of the Shares such sum as it would have received had it exercised the Warrant in full and become the holder of
the Shares to which it would have become entitled by virtue of such exercise of the Warrant after deducting a sum per Share equal
to the Subscription Price. Subject to the foregoing the Warrant shall lapse on liquidation of the Company.



 


		4.4	Any report or confirmation made pursuant to this Agreement by the Auditors shall be made by them
as experts and not as arbitrators and any such report or confirmation shall be final and binding on the Company and the Warrant
Holder.



 


		5.	No Obligation to Register Warrant Shares



 


The Company
shall be under no obligation to register the Warrant Shares pursuant to the United States Securities Act of 1933 or any other Federal
or state securities laws.


 


		6.	Assignment



 


Save for an
assignment to any company which is a holding company, subsidiary or associate of the Warrant Holder, the Warrant is personal to
the Warrant Holder and may not be assigned or charged in whole or in part.


 


		7.	Rights as Shareholders



 


The Warrant Holder shall not
be entitled to vote or receive dividends and shall not be deemed a shareholder, nor shall anything contained herein be construed
to confirm upon the Warrant Holder any of the rights of a shareholder of the Company or any right to vote for the election of directors
or upon any matter submitted to the Company’s shareholders at any meeting thereof, or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until the Warrants shall have been exercised and the Shares purchasable upon
the exercise thereof shall be have become deliverable, as provided herein.


 




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		8.	Modification and Waiver



 


This Agreement and any provision
hereof may be amended, changed waived, discharged or terminated only by an instrument in writing signed by both parties.


 


		9.	Notices



 


Any notice given hereunder by
one party to the other shall be in writing addressed to the other party at its registered office for the time being or such other
addresses as each party shall notify to the other party for the purposes of this Clause and shall be delivered by hand or sent
by recorded delivery post. Unless the contrary shall be proved each such notice or communication shall be deemed to have been given
or made and delivered, if by post, 48 hours after posting and, if by delivered by hand, when delivered.


 


		10.	Law



 


This Agreement
shall be governed by and construed in accordance with Swedish law. The parties hereto irrevocably submit to the exclusive jurisdiction
of the Courts of Sweden with respect to any dispute related to this Agreement.


 


AS WITNESS this Agreement has been
duly executed by duly authorised representatives of the parties the day and year first above written.


 


SIGNED by:


 


/s/ Roger G. Branton


 


for and on behalf of


xG TECHNOLOGY, INC.


acting by:-


 


	Director	 	 
	 	 	 
	Director	 	 


 




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SIGNED by:


 


/s/ Mats Wennberg


 


for and on behalf of


MATS WENNBERG 


in the presence of:-


 


 


	Witness	/s/ Stefan Landin	 
	Address	Bjorkakrau 14	 
	 	18442 Akersberia	 
	 	Sweden	 
	Occupation	IT Manager	 





 



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