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
529,475 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
Tyco Sigma Limited, a Bermuda company ("Holder"), as 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 Five Hundred Twenty-Nine
Thousand Four Hundred Seventy-Five (529,475) 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 264,737 shares of Common Stock will be purchasable commencing
November 22, 2001 of which 176,492 shares of Common Stock will be
purchasable at a per share price of $28.33 and 88,245 shares will be
purchasable at a per share price of $35.41 (all such shares being
referred to as the "First Allotment"); and
(ii) up to 264,738 shares of Common Stock will be purchasable commencing
May 22, 2002 of which 88,246 shares of Common Stock will be
purchasable at a per share price of $35.41 and 176,492 shares will be
purchasable at a per share price of $37.68 (all such shares being
referred to as the "Second Allotment").
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. The term "Tranche"
shall represent the portion of this Purchase Option exercisable at the same
Exercise Price.
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
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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 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, 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, or if
it is so declared effective but after the Anniversary it becomes subject to a
stop order or is not otherwise current for use by 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) 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 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
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 controlling
person for any legal or other expenses reasonably incurred by the Holder(s) or
such controlling 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 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 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 any
Non-Indemnity Event; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company 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).
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.
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.
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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.
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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 of each Tranche 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 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
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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 (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 Tranche
hereunder shall immediately accelerate and Holder shall be entitled to exercise
all or any portion of this Purchase Option at any time beginning immediately
prior to the consummation of such 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 for any Tranche 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 such Tranche of this Purchase Option in full 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, any unexercised portion of
any such Tranche of this Purchase Option shall expire immediately after the
consummation of such Transaction.
(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
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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 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
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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 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.
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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.
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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
TYCO SIGMA LIMITED
By: /S/ GLEN MISKIEWICZ
---------------------------
Name: Glen Miskiewicz
Title: Vice President
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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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