THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE
OR JURISDICTION, OR, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED, EXCEPT WITH RESPECT TO THE TRANSFER OF ALL THE
SECURITIES REPRESENTED BY THIS PURCHASE OPTION TO AN AFFILIATE OF THE HOLDER
WHERE THE BENEFICIAL OWNERSHIP OF SUCH SECURITIES BY THE HOLDER'S ULTIMATE
PARENT HAS NOT CHANGED.
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED.
PURCHASE OPTION
FOR THE PURCHASE OF
10,590 SHARES OF COMMON STOCK
OF
PARKERVISION, INC.
(A FLORIDA CORPORATION)
1. Purchase Option.
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THIS CERTIFIES THAT, in consideration of the purchase price paid by
Leucadia National Corporation, a New York company, David M. Cumming ("Holder"),
as the assignee of Leucadia National Corporation and registered owner of this
Purchase Option, to ParkerVision, Inc. ("Company"), Holder is entitled, to
purchase, in whole or in part, up to an aggregate of 10,590 shares of Common
Stock of the Company, $.01 par value ("Common Stock"), on the terms set forth
herein.
2. Exercise.
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2.1 EXERCISE PERIOD AND EXERCISE PRICE. Pursuant to the terms of this
Purchase Option, Holder will be entitled to purchase
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(i) up to 5,295 shares of Common Stock commencing November 22, 2001 at a
per share price of $56.66; and
(ii) up to an additional 5,295 shares of Common Stock commencing May 22,
2002 at a per share price of $56.66.
The right to purchase the shares of Common Stock under this Purchase Option
shall expire as to any shares on the date that is ten years following the date
such shares first become purchasable (an "Expiration Date"). If the Expiration
Date as to any of the shares underlying this Purchase Option is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised for such shares on the next succeeding day which is not such a
day in accordance with the terms herein. The per share exercise prices and the
number of shares of Common Stock to be received upon such exercise, shall be
adjusted as specified in Section 6 hereof, upon the occurrence of any of the
events specified in such section. The term "Exercise Price" shall mean the
initial exercise prices set forth in this Section 2.1 or the adjusted exercise
prices, depending on the context, of a share of Common Stock.
2.2 EXERCISE FORM. In order to exercise this Purchase Option, the exercise
form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Option and payment of the Exercise Price in
cash, by certified check or official bank check, or by wire for the Common Stock
being purchased. If the subscription rights represented hereby shall not be
exercised in whole or in part, at or before 5:00 p.m., Eastern time, on the last
Expiration Date for such shares this Purchase Option shall become and be void
without further force or effect, and all rights represented hereby shall cease
and expire as to those shares.
2.3 LEGEND. Each certificate for Common Stock purchased under this
Purchase Option shall bear a legend as follows unless the sale by the Company to
the Holder such Common Stock has been registered under the Securities Act of
1933, as amended ("Securities Act"):
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act") or
applicable state law. The securities may not be offered for sale, sold
or otherwise transferred except pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration
under the Act and applicable state law."
3. Transfer.
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3.1 GENERAL RESTRICTIONS. The registered Holder of this Purchase Option,
by its acceptance hereof, agrees that it will not sell, transfer or assign or
hypothecate this Purchase Option, except in compliance with or exemptions from
applicable securities laws and pursuant to the terms of this Purchase Option. In
order to make any sale, transfer or assignment, the Holder must deliver to the
Company (i) the assignment form attached hereto duly executed and completed,
(ii) the Purchase Option, (iii) payment of all transfer taxes, if any, payable
in connection therewith and (iv) unless the transfer of the Purchase Option is
the subject of an effective registration statement that is current, an opinion
of counsel for the Holder reasonably acceptable to the Company and its outside
counsel that this Purchase Option may be transferred pursuant to an
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exemption from registration under the Act and applicable state law, the
availability of which is established to the reasonable satisfaction of the
Company and its independent counsel, except that an opinion of counsel shall not
be required in respect of any transfer of all the securities represented by this
Purchase Option to an affiliate of the Holder where the beneficial ownership of
such securities by the Holder's ultimate parent has not changed. After
satisfaction of the requirements of this Section, the Company shall immediately
transfer this Purchase Option on the books of the Company and shall execute and
deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of shares of Common Stock purchasable hereunder or such portion of such
number as shall be contemplated by any such assignment.
4. New Purchase Options to be Issued.
---------------------------------
4.1 PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the
aggregate number of shares of Common Stock purchasable hereunder as to which
this Purchase Option has not been exercised or assigned.
4.2 LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Purchase Option and
of reasonably satisfactory indemnification and bond, if required, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.
5. Registration Rights.
-------------------
5.1 REGISTRATION RIGHTS.
5.1.1 REGISTRATION. The Company shall file a registration statement
under the Securities Act ("Registration Statement") with the Securities and
Exchange Commission registering for re-offer and re-sale the shares of Common
Stock underlying this Purchase Option ("Registrable Securities"). The
Registration Statement shall also register the shares sold by the Company on the
date hereof to the original Holder of this Purchase Option. The Company agrees
to have the Registration Statement declared effective by the first anniversary
of the issuance of this Purchase Option ("Anniversary"). Once the Registration
Statement is declared effective, the Company shall keep the Registration
Statement effective and current until all the Registrable Securities registered
thereunder are sold or may be sold freely in any 90 day period without
registration under an appropriate exemption under the Securities Act. If the
Registration Statement has not been declared effective by the Anniversary, of it
is so declared effective but after the Anniversary becomes subject to a stop
order or is not otherwise available for use by the Holder, then during such
periods, the Holder may demand on no more than an aggregate of three separate
occasions to have its Registrable Securities registered on a registration
statement filed with the Securities and
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Exchange Commission or have such Registrable Securities included on any other
applicable registration statement filed by the Company, which "demand" and
"piggyback" registration rights will be subject to such reasonable terms as are
ordinarily offered to investors purchasing similar securities to this Purchase
Option acquired in a similar manner. The Holder agrees that it will not sell any
of the Registrable Securities pursuant to the Registration Statement prior to
the Anniversary, without the written consent of the Company, which consent may
be withheld for any reason without explanation.
5.1.2 TERMS. The Company shall bear all of its fees and expenses
attendant to registering the Registrable Securities, but the Holder shall pay
any and all underwriting commissions and the expenses of any legal counsel
selected by the Holder to represent them in connection with the sale of the
Registrable Securities. Promptly upon request, Company will provide to Holder
such number of copies of the prospectus forming a part of the Registration
Statement as are reasonably requested by the Holder, and all supplements to such
prospectus. Company will promptly notify Holder at any time that the
Registration Statement or the prospectus may not be used either due to the
change of material information contained therein or the omission of material
information therefrom or upon the receipt by the Company of a cease and desist
or stop order of the Securities and Exchange Commission. The Company will use
its commercially reasonable efforts to amend or supplement the Registration
Statement to make it useable by the Holder under the terms of this Purchase
Option.
5.2 GENERAL TERMS.
5.2.1 Indemnification by the Company. The Company agrees to indemnify
and hold harmless the Holder(s), each director and officer of the Holder, and
each person, if any, who controls the Holder(s) within the meaning of the
Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange
Act"), against any losses, claims, damages or liabilities, joint or several, to
which the Holder(s) or such controlling person may become subject, under the
Securities Act, Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material fact
contained (A) in any prospectus or registration statement for the Registrable
Securities or (B) in any blue sky application or other document executed by the
Company specifically for blue sky purposes or based upon any other written
information furnished by the Company or on its behalf to any state or other
jurisdiction in order to qualify any or all of the Registrable Securities under
the securities laws thereof (any such application, document or information being
hereinafter called a "Blue Sky Application"), or (ii) the omission or alleged
omission by the Company to state in any prospectus or registration statement for
the Registrable Securities or in any Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and will
reimburse the Holder(s) and each such person for any legal or other expenses
reasonably incurred by the Holder(s) or such person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information regarding the
Holder(s) which is furnished in writing to the Company by the Holder or its
representatives for inclusion in any registration statement for the Registrable
Securities or any such Blue Sky Application ("Non-Indemnity Events").
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5.2.2 INDEMNIFICATION BY THE HOLDER(S). The Holder(s) agrees to
indemnify and hold harmless the Company, each officer and director of the
Company, and each person, if any, who controls the Company within the meaning of
the Securities Act and/or the Exchange Act against any losses, claims, damages
or liabilities, joint or several, to which the Company or such person may become
subject, under the Securities Act, Exchange Act or otherwise insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any Non- Indemnity Event; and will reimburse the Company
and such persons for any legal or other expenses reasonably incurred by the
Company and such persons in connection with investigating or defending any such
loss, claim, damage, liability or action provided that such loss, claim, damage
or liability is found ultimately to arise out of or be based upon any
Non-Indemnity Event; provided that the maximum amount of the indemnification
payments by Holder(s) shall not exceed the net sale proceeds of any of the
shares of Common Stock sold by the Holder(s) pursuant to the registration
statement.
5.2.3 PROCEDURE. Promptly after receipt by an indemnified party under
this Section 5 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 5, notify in writing the indemnifying party of the
commencement thereof; and the omission so to notify the indemnifying party will
relieve the indemnifying party from any liability under this Section 5 as to the
particular item for which indemnification is then being sought (if such failure
materially prejudices the indemnifying party), but not from any other liability
which it may have to any indemnified party. In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may wish, jointly with any other indemnifying
party, similarly notified, to assume the defense thereof, with counsel who shall
be to the reasonable satisfaction of such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. Any such indemnifying
party shall not be liable to any such indemnified party on account of any
settlement of any claim or action effected without the consent of such
indemnifying party, which consent shall not be unreasonably withheld.
5.2.4 CONTRIBUTION. If the indemnification provided for in this
Section 5 is unavailable to any indemnified party in respect to any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, will
contribute to the amount paid or payable by such indemnified party, as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the Company on the one hand, and
of the Holder(s) on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand, and the Holder(s) on the other hand, will
be determined with reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Company, and its relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
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5.2.5 EQUITABLE CONSIDERATIONS. The Company and the Holder(s) agree
that it would not be just and equitable if contribution pursuant to this Section
5 were determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred to in the
immediately preceding paragraph.
5.2.6 ATTORNEYS' FEES. The amount payable by a party under this
Section 5 as a result of the losses, claims, damages, liabilities or expenses
referred to above will be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim (including, without limitation, fees and disbursements of
counsel incurred by an indemnified party in any action or proceeding between the
indemnifying party and indemnified party or between the indemnified party and
any third party or otherwise).
5.2.7 EXERCISE OF PURCHASE OPTIONS. Nothing contained in this Purchase
Option shall be construed as requiring the Holder to exercise its Purchase
Options.
5.2.8 DOCUMENTS TO BE DELIVERED BY HOLDER. Holder shall furnish to the
Company a completed and executed questionnaire provided by the Company
requesting information customarily sought of selling securityholders.
6. Adjustments.
-----------
6.1 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Prices and the number of shares of Common Stock underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1 STOCK DIVIDENDS - RECLASSIFICATION, SPLIT-UPS. If after the date
hereof, and subject to the provisions of Section 6.2 below, the number of
outstanding shares of Common Stock is increased by a stock dividend on the
Common Stock payable in shares of Common Stock or by a split-up, or
reclassification of shares of Common Stock applicable uniformly to all holders
of Common Stock, then, on the effective date thereof, the number of shares of
Common Stock issuable on exercise of the Purchase Option shall be increased in
proportion to such increase in outstanding shares.
6.1.2 AGGREGATION OF SHARES. If after the date hereof, and subject to
the provisions of Section 6.2, the number of outstanding shares of Common Stock
is decreased by a reverse stock split, consolidation, combination or
reclassification of shares of Common Stock applicable uniformly to all holders
of Common Stock, then, upon the effective date thereof, the number of shares of
Common Stock issuable on exercise of the Purchase Option shall be decreased in
proportion to such decrease in outstanding shares.
6.1.3 ADJUSTMENTS IN EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of this Purchase Option is adjusted,
as provided in this Section 6.1, the Exercise Price shall be adjusted (to the
nearest cent) by multiplying the applicable Exercise Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Purchase Option at
such Exercise Price immediately prior to such adjustment, and (y) the
denominator of which shall
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be the number of shares of Common Stock so purchasable immediately thereafter at
such Exercise Price.
6.1.4 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. Subject to
Section 6.1.5., in case of any reclassification or reorganization of the
outstanding shares of Common Stock other than a change covered by Section 6.1.1
hereof or which solely affects the par value of such shares of Common Stock, or
in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety the Holder of this
Purchase Option shall have the right thereafter (until the Expiration Date) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or other transfer, by a holder of the number of shares
of Common Stock of the Company obtainable upon exercise of this Purchase Option
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 6.1.1, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The
provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
6.1.5 RIGHT OF ACCELERATION.
(a) Notwithstanding anything in this Purchase Option to the
contrary, if the Company or the shareholders of the Company enter into a bona
fide agreement with a person other than the Holder, or any of the affiliates of
the Holder (i) for the consolidation with or merger of the Company into any
other corporation wherein (A) the Company is not the surviving corporation or
(B) the Company is the surviving corporation but, as a result of the
transaction, the other company (or any other third party), or their
shareholders, acquire control of more than fifty percent (50%) of the voting
securities of the Company, or (ii) the sale or conveyance of all or
substantially all of the Company's assets (in each case, a "Transaction"), then
the Company shall promptly give the Holder notice of such Transaction which
shall be no later than twenty days prior to consummation of such Transaction. In
the event of consummation of such Transaction, the right to exercise any
unvested portion of this Purchase Option hereunder shall immediately accelerate
and Holder shall be entitled to exercise all or any portion of this Purchase
Option commencing immediately prior to the consummation of the Transaction. If
(i) the value of the per-share consideration to be received in the Transaction
is equal to or exceeds 175% of the Exercise Price then in effect and (ii) any
securities to be issued in exchange for the Common Stock receivable upon
exercise of this Purchase Option in the Transaction will be sellable by the
Holder without restriction under any Federal securities laws, then the Company
may require the Holder to exercise this Purchase Option in full immediately upon
consummation of such Transaction, either for the then cash Exercise Price or on
a "cashless" exercise basis as set forth below ("Conversion Right"), as the
Holder elects in its sole discretion. In such event and if the Holder does not
fully exercise this Purchase Option, then any unexercised portion of this
Purchase Option shall expire immediately after the consummation of such
Transaction.
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(b) Upon exercise of the Conversion Right, the Company shall
deliver to the Holder (without payment by the Holder of any of the cash Exercise
Price) that number of shares of Common Stock equal to the quotient obtained by
dividing (x) the "Value" (as defined below) of the portion of the Purchase
Option being converted at the time the Conversion Right is exercised by (y) the
Market Price. The "Value" of the portion of the Purchase Option being converted
shall equal the remainder derived from subtracting (a) the Exercise Price
multiplied by the number of shares of Common Stock being converted from (b) the
Market Price of the Common Stock multiplied by the number of shares of Common
Stock being converted. As used herein, the term "Market Price" at any date shall
be deemed to be the higher of the value of the consideration being paid in a
Transaction or the last reported sale price of the Common Stock on such date,
or, in case no such reported sale takes place on such day, the average of the
last reported sale prices for the immediately preceding three trading days, in
either case as officially reported by the principal securities exchange on which
the Common Stock is listed or admitted to trading, or, if the Common Stock is
not listed or admitted to trading on any national securities exchange or if any
such exchange on which the Common Stock is listed is not its principal trading
market, the last reported sale price as furnished by the National Association of
Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap
Market, or, if applicable, the OTC Bulletin Board.
6.1.6 CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase Option
need not be changed because of any change pursuant to this Section, and Purchase
Options issued after such change may state the same Exercise Prices and the same
number of shares of Common Stock as are stated in the Purchase Options initially
issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Options reflecting a required or permissive change shall not be
deemed to waive any rights to a prior adjustment or the computation thereof.
6.2 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required
to issue certificates representing fractions of shares of Common Stock upon the
exercise or of the Purchase Option upon its transfer, nor shall it be required
to issue scrip or pay cash in lieu of any fractional interests, it being the
intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of Purchase Options, shares
of Common Stock or other securities, properties or rights.
6.3 NOTICE OF CHANGE IN EXERCISE PRICES. The Company shall, promptly after
an event requiring a change in the Exercise Prices pursuant to Section 6 hereof,
send notice to the Holder of such event and change ("Price Notice"). The Price
Notice shall describe the event causing the change and the method of calculating
same and shall be certified as being true and accurate by the Company's
President and Chief Financial Officer.
7. RESERVATION AND LISTING. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise thereof. The Company covenants and agrees that, upon exercise of
the Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause all the
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shares of Common Stock issuable upon exercise of the Purchase Options to be
listed (subject to official notice of issuance) on all securities exchanges (or,
if applicable on Nasdaq) on which the Common Stock of the Company is then listed
and/or quoted.
8. Miscellaneous.
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8.1 AMENDMENTS. The Company may from time to time supplement or amend this
Purchase Option with the approval of the Holder which will be promptly given and
not unreasonably withheld solely in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to
matters or questions arising hereunder which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the Holder. All
modifications or amendments shall require the written consent of the party
against whom enforcement of the modification or amendment is sought.
8.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.
8.3 ENTIRE AGREEMENT. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
8.4 BINDING EFFECT. This Purchase Option shall inure solely to the benefit
of and shall be binding upon, the Holder and the Company and their respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Purchase Option or any provisions herein
contained.
8.5 NOTICES. Unless otherwise specified in this Purchase Option, any
notice or other document required or permitted to be given or delivered to the
Holder of this Purchase Option shall be personally delivered or sent by
facsimile or other form of electronic transmission, to the Holder at his address
indicated on the books and records of the Company or such other address as shall
have been furnished to the Company by the Holder. Any notice or other document
required or permitted to be given or delivered to the Company shall be
personally delivered, or sent by facsimile or other form of electronic
transmission, to the principal office of the Company at 8493 Baymeadows Way,
Jacksonville, Florida 32256, Attention Chief Executive Officer, Facsimile No.
(904) 731-7125, or such other address as shall have been furnished by the
Company to the Holder of record. Unless otherwise specified in this Purchase
Option all notices and other documents given under this Purchase Option shall be
deemed to have been duly given when delivered, if personally delivered, and when
transmitted if sent by facsimile or other form of electronic transmission.
8.6 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall
be governed by and construed and enforced in accordance with the laws of the
State of Florida, without giving effect to conflict of laws. The Company and
Holder each hereby agrees that any action, proceeding
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or claim against it arising out of, or relating in any way to this Purchase
Option shall be brought and enforced in the courts of the State of Florida or of
the United States of America for the Middle District of Florida, Jacksonville
Division and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company and Holder each hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company or Holder may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth on the
signature pages of the Subscription Agreement. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company or Holder in
any action, proceeding or claim. The Company and Holder each agree that the
prevailing party(ies) in any such action shall be entitled to recover from the
other party(ies) all of its reasonable attorneys' fees and expenses relating to
such action or proceeding and/or incurred in connection with the preparation
therefor.
8.7 WAIVER, ETC. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.
IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the 22nd day of May, 2000.
PARKERVISION, INC.
By: /S/ JEFFREY PARKER
------------------------------------
Name: Jeffrey Parker
Title: Chief Executive Officer
Accepted and Agreed to by:
LEUCADIA NATIONAL CORPORATION
By: /S/ IAN M. CUMMING
-----------------------------------------
Name: Ian M. Cumming
Title: Chairman
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Form to be used to exercise Purchase Option:
ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256
Date:_________________, 20__
The undersigned hereby elects irrevocably to exercise the within
Purchase Option and to purchase ____ shares of Common Stock to purchase shares
of Common Stock of ParkerVision, Inc. and hereby makes payment of $____________
(at the rate of $_________ per share of Common Stock) in payment of the Exercise
Price pursuant thereto. Please issue the Common Stock as to which this Purchase
Option is exercised in accordance with the instructions given below.
---------------------------------------
Signature
Signature Guaranteed
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name
----------------------------------------------------------------------------
(Print in Block Letters)
Address
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<PAGE>
Form to be used to assign Purchase Option:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Purchase Option):
FOR VALUE RECEIVED,___________________________________________________
does hereby sell, assign and transfer unto the right to purchase
_______________________ shares of Common Stock to purchase _____________ shares
of Common Stock of ParkerVision, Inc.("Company") evidenced by the within
Purchase Option and does hereby authorize the Company to transfer such right on
the books of the Company.
Dated:___________________, 20__
---------------------------------------
Signature
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
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