Roth Capital Partners, LLC
888 San Clemente Drive
Newport Beach, CA 92660
July 13, 2016
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | xG Technology,
Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-212254) |
Ladies and Gentlemen:
In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, as the representative of the several underwriters, hereby join in the request of the Company that the effective date of such registration statement be accelerated to 5:15 p.m. (New York time) on Thursday, July 14, 2016, or as soon thereafter as practicable.
In making this request the undersigned acknowledge that they are aware of their obligations under the Act as they relate to the public offering of securities pursuant to the registration statement.
[Signature Page Follows]
Very truly yours,
Roth Capital Partners,
LLC
As the Representative of the several Underwriters
| By: | /s/ Aaron M. Gurewitz | |
| Name: | Aaron M. Gurewitz | |
| Title: | Head of Equity Capital Markets |