SUBSCRIPTION AGREEMENT
This Subscription Agreement is executed by ParkerVision, Inc., a Florida
corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256
(hereinafter referred to as the "ISSUER") and Leucadia National Corporation, a
New York corporation, with an office at the address on the signature page hereof
(hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption
contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities
Act").
This Subscription Agreement has been entered into for the sale of the
number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"),
determined by the formula set forth in Section 1.a (hereinafter referred to as
the "Shares") and a common stock purchase option to purchase up to that number
of shares of Common Stock equal to the number of Shares subscribed for under
this Agreement as provided in the Purchase Option attached as Exhibit A hereto
("Purchase Option").
Each of the parties hereto hereby represents and warrants to, and agrees
with, the other as follows:
1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE.
a. SUBSCRIBER hereby subscribes for, and ISSUER agrees to sell, (i)
that number of Shares (rounded up to the nearest whole number of
shares) equal to $15,000,000 divided by the quotient obtained by
dividing (y) the sum of the daily weighted average sale price
(determined for each day by taking the daily weighted average of
the sale prices of such stock for such day) of the common stock
of the ISSUER for the ten days ending the trading day immediately
prior to the date hereof, as such prices are reported by The
Nasdaq Stock Market, Inc., by (z) ten and (ii) the Purchase
Option, for an aggregate purchase price of $15,000,000 ("Purchase
Price").
b. FORM OF PAYMENT. On the Closing Date, as defined below,
SUBSCRIBER shall pay the Purchase Price for the Shares and
Purchase Option purchased hereunder by wire transfer of same day
funds in United States Dollars to the depository designated by
the ISSUER, payable to the order of ISSUER. ISSUER shall deliver
one or more certificates representing the Shares and the
definitive Purchase Option to the Subscriber promptly after the
Closing Date.
2. SUBSCRIBER REPRESENTATIONS.
a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants
to ISSUER as follows:
(i) SUBSCRIBER is purchasing the Shares and Purchase Option
(including the underlying Common Stock) for its own account
for investment purposes and not with a view toward
distribution.
(ii) SUBSCRIBER understands that the Shares and Purchase Option
(and the underlying Common Stock) have not been registered
under
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the Securities Act and that such securities are "restricted
securities" as defined in Rule 144 promulgated under the
Securities Act. SUBSCRIBER further understands that the
Shares and Purchase Option (and underlying Common Stock) may
not be offered, resold, pledged or otherwise transferred by
such SUBSCRIBER except: A) (1) pursuant to an effective
registration statement under the Securities Act, or (2)
pursuant to an available exemption from the registration
requirements of the Securities Act; and B) in accordance
with all applicable securities laws of the states of the
United States and other jurisdictions;
(iii)SUBSCRIBER understands that the purchase of the Shares and
Purchase Option (and underlying Common Stock) involves a
high degree of risk and further acknowledges that it can
bear the economic risk of the purchase of the securities,
including the total loss of its investment;
(iv) SUBSCRIBER understands that the Shares and Purchase Option
(and underlying Common Stock) are being offered and sold to
it in reliance on specific exemptions from the registration
requirements of federal and state securities laws and that
the ISSUER is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of SUBSCRIBER set forth herein in order to
determine the applicability of such exemptions and the
suitability of SUBSCRIBER to acquire the securities;
(v) SUBSCRIBER is sufficiently experienced in financial and
business matters to be capable of evaluating the merits and
risks of its investment, and to make an informed decision
relating thereto; and
(vi) In evaluating its investment, SUBSCRIBER has consulted its
own investment and/or legal and/or tax advisors.
b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that
SUBSCRIBER has been furnished with or has otherwise acquired
copies of the ISSUER's Annual Report on Form 10-K for the year
ended December 31, 1999, as amended by Form 10-K/A, and Form 10-Q
for the quarter ended March 31, 2000, all as filed with the
Securities and Exchange Commission (the "SEC"). SUBSCRIBER
further acknowledges that SUBSCRIBER has read and understands the
Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-K
for the year ended December 31, 1999.
c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that,
in making its decision to purchase the Shares and Purchase Option
subscribed for, it has relied on the publicly available
information about the ISSUER and upon independent investigations
made by it and its representatives, if any. SUBSCRIBER and such
representatives, if any, prior to the sale to it of the
securities offered hereby, have been given access to, and the
opportunity to
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examine, all material books and records of the ISSUER (with
materiality being determined by the ISSUER), all material
contracts and documents relating to the ISSUER and this offering
(with materiality being determined by the ISSUER) and an
opportunity to ask questions of, and to receive answers from,
executive officers of ISSUER concerning the ISSUER and the terms
and conditions of this offering. SUBSCRIBER and its advisors, if
any, acknowledge that they have received answers to any such
inquiries and copies of documentary information requested.
d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands
that no federal or state agency has passed on or made any finding
or determination relating to the fairness of an investment in the
Shares and Purchase Option, or has passed or made, or will pass
on or make, any recommendation or endorsement of the Shares and
Purchase Option.
3. ISSUER REPRESENTATIONS.
a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate
power and authority to enter into this Subscription Agreement and
the Purchase Option and to consummate the transactions
contemplated hereby and thereby. All corporate action necessary
to be taken by ISSUER to authorize the execution, delivery and
performance of this Subscription Agreement and the Purchase
Option, and all other agreements and instruments delivered by
ISSUER in connection with the transactions contemplated hereby
and thereby has been duly and validly taken and this Subscription
Agreement and the Purchase Option have been duly executed and
delivered by ISSUER. Subject to the terms and conditions of this
Subscription Agreement and the Purchase Option, the Subscription
Agreement constitutes, and when executed, the Purchase Option
will constitute, the valid, binding and enforceable obligation of
ISSUER, enforceable in accordance with its terms, except as
enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or
similar laws of general application now or hereafter in effect
affecting the rights and remedies of creditors and by general
principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity); and (ii) the applicability
of the federal and state securities laws and public policy as to
the enforceability of the indemnification provisions of Section 7
hereof and Section 5 of the Purchase Option. The sale by the
ISSUER of the Shares and the issuance of the Purchase Option does
not conflict with the certificate of incorporation or by-laws of
the ISSUER, or any material contract by which the ISSUER or its
property is bound, or any federal or state laws or regulations or
decree, ruling or judgment of any United States or state court
applicable to the ISSUER or its property.
b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue
20,000,000 shares of Common Stock, and 1,000,000 shares of
preferred stock, of which, as of April 28, 2000, there were
11,952,365 shares of
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Common Stock and 114,019 shares of preferred stock issued and
outstanding.
c. PARKERVISION SHARES. The shares of Common Stock issued to
SUBSCRIBER pursuant to this Subscription Agreement and upon
exercise of the Purchase Option in accordance with its terms will
be duly authorized, validly issued, fully paid and
non-assessable.
d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially
reasonable efforts:
(i) to make and keep public information available, as those
terms are understood and defined in Rule 144 under the
Securities Act;
(ii) to file with the SEC in a timely manner all reports and
other documents required of ISSUER under the Securities Act
and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(iii)to furnish to SUBSCRIBER upon request a written statement
by ISSUER as to its compliance with the reporting
requirements of said Rule 144, and of the Securities Act and
the Exchange Act, a copy of the most recent annual or
quarterly report of ISSUER, and such other reports and
documents of ISSUER as SUBSCRIBER may reasonably request to
avail itself of any similar rule or regulation of the SEC
allowing it to sell any such securities without
registration.
e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to
Section 12(g) of the Exchange Act. Since January 1, 1999, the
ISSUER has timely filed with the SEC all reports, schedules,
forms, statements and other documents required to be filed (such
reports, schedules, forms, statements and other documents are
hereinafter referred to as the "SEC Documents"). As of their
respective dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act or the
Exchange Act, as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such SEC
Documents, and none of the SEC Documents as of such dates
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The
financial statements of the ISSUER included in the SEC Documents
(the "Financial Statements") comply as to form in all material
respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto,
have been prepared in accordance with GAAP applied on a
consistent basis during the periods involved (except in the case
of unaudited statements, as permitted by Rule 10-01 of Regulation
S-X) and fairly present, in all material respects, the financial
position of the ISSUER as of the dates thereof and the results of
operations and cash flows for the periods then ended (on the
basis stated therein and subject, in the case of
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unaudited quarterly statements, to the absence of complete notes
and to normal year-end audit adjustments). Since the date of the
Financial Statements for the fiscal quarter ended March 31, 2000,
there has been no material adverse change in the financial
condition of the ISSUER. Since the date of the filing of the Form
10-QSB on May 15, 2000, there have been no events relating to the
business or financial condition of the ISSUER that requires the
filing of a Report on Form 8-K by the ISSUER.
f. GENERAL DOCUMENT REPRESENTATION. To the best of ISSUER's
knowledge, the written materials of the ISSUER previously
delivered to SUBSCRIBER in connection with this Subscription
Agreement, at the time they were given to SUBSCRIBER, were true
and accurate in all material respects.
4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each
party making the representations and warranties contained in Sections 2 and 3
also represents and warrants that they shall be true and accurate as of the
Closing Date. If either party has knowledge, prior to the Closing Date that any
such representations and warranties made by it shall not be true and accurate in
any respect, such party will give written notice of such fact to the other party
specifying which representations and warranties are not true and accurate and
the reasons therefor.
Each party to this Subscription Agreement agrees to fully indemnify, defend
and hold harmless the other party, its officers, directors, employees, agents
and attorneys from and against any and all losses, claims, damages, liabilities
and expenses, including reasonable attorneys' fees and expenses, which may
result from a breach of such party's representations, warranties and covenants
contained herein.
5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its
transfer agent to place a stop transfer order with respect to the certificates
representing the Shares and that such certificates will bear the following
legend, as well as a legend describing the restriction referred to in the last
sentence of Section 7(a) hereof: "The shares represented by this certificate
have been acquired for investment and have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Transfer of these
shares is prohibited except pursuant to registration under the Securities Act or
pursuant to an available exemption from registration."
6. CLOSING DATE. The date of issuance and sale of the Shares and Purchase
Option ("Closing Date") shall be on such date as may be mutually agreed to, but
not later than May 24, 2000.
7. REGISTRATION RIGHT.
a. REGISTRATION. The ISSUER shall file a registration statement
under the Securities Act ("Registration Statement") with the
Securities and Exchange Commission registering the Shares and the
shares underlying the Purchase Option for re-offer and re-sale.
The ISSUER agrees to have the Registration Statement declared
effective by the first anniversary of the Closing Date
("Anniversary"). Once the Registration Statement is declared
effective, the ISSUER shall keep the Registration Statement
effective and current until all the securities registered
thereunder are sold or may be sold freely in any 90
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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 becomes subject to a
stop order or is not otherwise current for use by SUBSCRIBER,
then during such periods, the SUBSCRIBER may demand on no more
than an aggregate of three separate occasions to have its Shares
and shares of Common Stock underlying the Purchase Option
registered on a registration statement filed with the Securities
and Exchange Commission or have such securities included on any
other applicable registration statement filed by ISSUER, which
"demand" and "piggyback" registration rights will be subject to
such reasonable terms as are ordinarily offered to investors
purchasing similar securities to those purchased under this
Subscription Agreement. The SUBSCRIBER agrees that it will not
sell any of the Shares or shares of Common Stock underlying the
Purchase Option pursuant to the Registration Statement prior to
the Anniversary, without the written consent of the ISSUER, which
consent may be withheld for any reason without explanation.
b. TERMS. The ISSUER shall bear all of its fees and expenses
attendant to registering the Shares, but SUBSCRIBER shall pay any
and all underwriting commissions and the expenses of any legal
counsel selected by SUBSCRIBER to represent it in connection with
the registration or sale of the Shares. Promptly upon request,
ISSUER will provide to SUBSCRIBER such number of copies of the
prospectus forming a part of the Registration Statement as are
reasonably requested by the SUBSCRIBER, and all supplements to
such prospectus. ISSUER will promptly notify SUBSCRIBER 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 ISSUER of a cease and desist or stop order of
the Securities and Exchange Commission. The ISSUER will use its
commercially reasonably efforts to amend or supplement the
Registration Statement to permit its continued use by the
SUBSCRIBER.
c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and
hold harmless SUBSCRIBER, its directors and officers and each
person, if any, who controls SUBSCRIBER 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 SUBSCRIBER 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
(i) any untrue statement or alleged untrue statement of a
material fact contained (A) in any prospectus or registration
statement for the Shares or (B) in any blue sky application or
other document executed by the ISSUER specifically for blue sky
purposes or based upon any other written information furnished by
the ISSUER or on its behalf to any state or other jurisdiction in
order to qualify any or all of the Shares under the securities
laws thereof (any such application, document or information being
hereinafter called a "Blue Sky
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Application"), or (ii) the omission or alleged omission by the
ISSUER to state in any prospectus or registration statement for
the Shares 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 SUBSCRIBER and each such
person for any legal or other expenses reasonably incurred by
SUBSCRIBER or such person in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the ISSUER 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 SUBSCRIBER
which is furnished in writing to the ISSUER by SUBSCRIBER or its
representatives for inclusion in any registration statement for
the Shares or any such Blue Sky Application ("Non-Indemnity
Events").
d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to
indemnify and hold harmless the ISSUER, each officer and director
of the ISSUER, and each person, if any, who controls the ISSUER
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 ISSUER 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 ISSUER and such persons for any
legal or other expenses reasonably incurred by the ISSUER 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 SUBSCRIBER shall not
exceed the net sale proceeds of any of the Shares or shares of
Common Stock underlying the Purchase Option sold by the
SUBSCRIBER pursuant to the registration statement.
e. PROCEDURE. Promptly after receipt by an indemnified party under
this Section 7 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 7, 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 7 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
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of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party
under this Section 7 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.
f. CONTRIBUTION. If the indemnification provided for in this Section
7 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 ISSUER on the
one hand, and of the SUBSCRIBER 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
ISSUER on the one hand, and the SUBSCRIBER 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 ISSUER, and its relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission.
g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree
that it would not be just and equitable if contribution pursuant
to this Section 7 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.
h. ATTORNEYS' FEES. The amount payable by a party under this Section
7 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).
i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish
to the ISSUER a completed and executed questionnaire provided by
the ISSUER requesting information customarily sought of selling
security holders.
8. PREEMPTIVE RIGHT. So long as SUBSCRIBER and its affiliates
beneficially own at least 30% of the Shares and the common stock underlying the
Purchase Option sold to SUBSCRIBER under this Subscription Agreement, if ISSUER
elects to sell, for cash, New
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Securities (as hereinafter defined) at any time prior to the six year
anniversary of the date of this Subscription Agreement, SUBSCRIBER will have the
right to purchase from ISSUER on the same terms as the proposed sale, up to that
number of securities being offered as will maintain its then percentage
ownership of ISSUER's Common Stock calculated on a fully diluted basis, but
based solely on the Shares purchased hereunder and underlying the Purchase
Option and not including any additional shares of Common Stock which may be
owned by SUBSCRIBER. ISSUER shall give notice to the SUBSCRIBER in writing
("ISSUER Notice") at least ten business days prior to the proposed closing date
of such proposed sale. The ISSUER Notice shall describe in reasonable detail the
proposed sale including, without limitation, the nature and number of securities
to be sold, the nature of such sale, the consideration to be paid, and the name
and address of the prospective purchasers ("Buyer"). Upon the giving of the
ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation,
exercisable by written notice to the ISSUER within five business days after
receipt of the ISSUER Notice, to indicate to ISSUER its desire to purchase its
permitted number of securities being sold in the proposed sale on the same terms
and conditions as ISSUER is selling the securities in the proposed sale. The
SUBSCRIBER will purchase the securities to be offered and purchased under this
section at the same time as the closing of the proposed sale. For purposes of
this Section 8, "New Securities" means any shares of capital stock of the
ISSUER, including Common Stock and preferred stock, whether now authorized or
not, and rights, options or warrants to purchase said shares of Common Stock or
preferred stock of the ISSUER, and securities of any type whatsoever that are,
or may become, convertible into said shares of Common Stock or preferred stock;
provided, however, "New Securities" does not include (i) the shares of Common
Stock issuable upon exercise of the Purchase Option, (ii) securities issuable
upon exercise or conversion of securities outstanding on the date hereof, (iii)
securities offered to the public generally pursuant to a registration statement
under the Securities Act, (iv) securities issued to employees, officers or
directors of, or consultants to, the ISSUER, or issued or issuable to banks or
other institutional lenders or lessors in connection with capital asset leases
or borrowings for the acquisition of capital assets, landlords, or other
providers of goods and services to the ISSUER, in each case, if pursuant to any
arrangement approved by the board of directors of the ISSUER (including
securities issued upon exercise or conversion of any such securities), (v)
securities issued for cash in any private placement by ISSUER subject to an
agreement entered into within ten business days after the date of this
Subscription Agreement (including securities issued upon exercise or conversion
of any such securities), or (vi) any issuance of capital stock of the ISSUER
upon the exercise or conversion of derivative securities, the issuance of which
triggered the pre-emptive rights set forth in this Section 8.
9. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the
terms of this Subscription Agreement without the written consent of the other
party hereto, unless required by law or regulation or judicial action. The
SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as
Exhibit B hereto and provide substantially similar disclosure about this
transaction in its Exchange Act Reports and other documents filed with the
Securities and Exchange Commission.
10. GOVERNING LAW. This Subscription Agreement shall be governed by and
interpreted in accordance with the rulings of the laws of the State of Florida
without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees
that any action, proceeding or claim against it arising out of, or relating in
any way to this agreement 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 ISSUER and SUBSCRIBER hereby waives
any objection to
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such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be
served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at its address set forth
herein. Such mailing shall be deemed personal service and shall be legal and
binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The
ISSUER and SUBSCRIBER agrees 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.
11. ENTIRE AGREEMENT. This Subscription Agreement and the Purchase Option
constitutes the entire agreement among the parties hereof with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous
representations, warrants, agreements and understandings in connection
therewith. This Subscription Agreement may be amended only by a writing executed
by all parties hereto.
12. NOTICES. Any notice or other document required or permitted to be
given or delivered to the parties to this Subscription Agreement shall be
personally delivered or sent by facsimile or other form of electronic
transmission to the party at the address or addresses or telecopier number on
the signature page hereto. Unless otherwise specified in this agreement, all
notices and other documents given under this agreement 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.
13. ASSIGNMENT OF INTEREST. SUBSCRIBER hereby instructs the ISSUER to
issue a number of the Shares and a portion of the Purchase Option otherwise
issuable to it hereunder to Mr. David Cumming, with such number and portion
being set forth in a separate letter from SUBSCRIBER to ISSUER dated at or prior
to the Closing Date. Such letter shall be signed by Mr. Cumming and contain his
agreement to be bound by the terms of this Subscription Agreement as fully as if
he was a party hereto.
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IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the
date first written below.
Dated this 22nd day of the month of May, 2000.
LEUCADIA NATIONAL CORPORATION PARKERVISION, INC.
By:_____________________________ By:_______________________________
Name: Ian M. Cumming Name: Jeffrey L. Parker
Title: Chairman Title: Chief Executive Officer
Notice Addresses: Jeffrey L. Parker, CEO
Leucadia National Corporation ParkerVision, Inc.
529 E. South Temple 8493 Baymeadows Way
Salt Lake City, Utah 84102-1089 Jacksonville, Florida 32256
Attn: Ian M. Cumming Facsimile: (904) 731-7125
Facsimile: (801) 539-0722
with a copy to
. David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, NY 10016
Facsimile (212) 818-8881
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