CONSULTING AGREEMENT
July 16, 1996
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, XX 00000
Attention: Mr. Xxxxxxx Xxxxxx, President
Dear Xx. Xxxxxx:
This will confirm the arrangements, terms and conditions
pursuant to which Whale Securities Co., L.P. (the "Consultant"), has been
retained to serve as a financial consultant and advisor to ParkerVision, Inc., a
Florida corporation (the "Company"), on a non-exclusive basis for a period of
three (3) years commencing on July 16, 1996; provided however that the Company
may terminate this Agreement at any time upon written notice to Consultant,
which termination shall not in any way affect the "Warrant" referred to in
paragraph 2, below. The undersigned hereby agrees to the following terms and
conditions:
1. Duties of Consultant.
(a) Advice Concerning Financing and Merger and Acquisition
Proposals. Consultant shall, at the request of the Company, upon reasonable
notice, assist the Company in developing, studying and evaluating financing and
merger and acquisition proposals based upon documentary information provided to
the Consultant by the Company.
(b) Wall Street Liaison. Consultant shall, when appropriate,
arrange meetings between representatives of the Company and individuals and
financial institutions in the investment community, such as security analysts,
portfolio managers and market makers.
The services described in this Section 1 shall be rendered by
Consultant without any direct supervision by the Company and at such time and
place and in such manner (whether by conference, telephone, letter or otherwise)
as Consultant may determine.
2. Compensation. As compensation for Consultant's services
hereunder, the Company shall issue to Consultant and/or its designees a warrant
(the "Warrant") to purchase 200,000 shares of Common Stock of the Company at an
exercise price of $10 per share. The Warrant shall expire on July 16, 2001. The
Warrant and the shares issuable upon the exercise thereof will contain piggyback
registration rights and otherwise be in form reasonably satisfactory to
Consultant, the Company and their respective counsel. By its signature hereto,
Consultant is hereby authorizing and instructing the Company to issue the
Warrants in the following names and denominations:
Holder No. of Shares
------ -------------
Whale Securities Co., L.P. 100,000
Frog Hollow Partners 100,000
3. Available Time. Consultant shall make available such time
as it, in its discretion, shall deem appropriate for the performance of its
obligations under this agreement.
4. Relationship. Nothing herein shall constitute Consultant
as an employee or agent of the Company, except to such extent as might hereafter
be agreed upon for a particular purpose. Except as might hereafter be expressly
agreed, Consultant shall not have the authority to obligate or commit the
Company in any manner whatsoever.
5. Indemnity. The Company agrees to indemnify and hold
Consultant and each of its partners, employees and agents and each of the
officers, directors, shareholders, employees and agents of Consultant's general
partner harmless from and against any and all losses, claims, damages,
liabilities, costs and expenses, including, without limitation, reasonable
attorney's fees and disbursements, to which Consultant or any such parties may
become subject, arising in any manner out of or in connection with Consultant's
rendering of services under this Agreement, except for any losses, claims,
damages, liabilities, costs or expenses resulting from any act of Consultant
involving its gross negligence or intentional misconduct.
6. Waiver of Special Anti-Dilution Rights. Reference is made
to the Warrant Agreement, dated as of November 30, 1993, between the Company and
Consultant pursuant to which the Company issued to the Consultant warrants to
purchase 360,000 shares of the Company's common stock. The Company represents
and warrants to Consultant that, prior to April 10, 1996 (on which date the
Company agreed to consummate a transaction under Regulation S under the
Securities Act of 1933), there were no adjustments to the exercise price of such
warrants under paragraph 8 of the Warrant Agreement. In further consideration of
the issuance to the Consultant of the Warrants hereunder, the Consultant hereby
agrees that paragraph 8 of the Warrant Agreement shall be deleted and replaced
by the following:
"8. Adjustments.
8.1 Adjustments to Exercise Price and Number of Securities.
The Exercise Price and the number of shares of Common Stock underlying the
Warrants shall be subject to adjustment from time to time as hereinafter set
forth:
8.1.1 Stock Dividends - Recapitalization, Reclassifica-
tion, Split-Ups. If, after the date hereof, and subject to the provisions of
Section 8.2 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, recapitalization or reclassification of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares
of Common Stock issuable on exercise of the Warrants shall be increased in
proportion to such increase in outstanding shares.
8.1.2 Aggregation of Shares. If after the date hereof,
and subject to the provisions of Section 8.2, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination or reclassification
of shares of Common Stock or other similar event, then, upon the effective date
thereof, the number of shares of Common Stock issuable on exercise of the
Warrants shall be decreased in proportion to such decrease in outstanding
shares.
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8.1.3 Adjustments in Exercise Price. Whenever the
number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in this Section 8.1, the Exercise Price shall be
adjusted (to the nearest cent) by multiplying such 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 the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.
8.1.4 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding shares
of Common Stock other than a change covered by Section 8.1.1 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 in connection with which the Company is
dissolved, the Holder of the Warrants shall have the right thereafter (until the
expiration of the right of exercise of the Warrants) 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 the Warrants immediately prior to
such event; and if any reclassification also results in a change in shares of
Common Stock covered by Sections 8.1.1 or 8.1.2, then such adjustment shall be
made pursuant to Sections 8.1.1, 8.1.2, 8.1.3 and this Section 8.1.4. The
provisions of this Section 8.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
8.1.5 Changes in Form of Warrant. The form of Warrant
Certificate need not be changed because of any change pursuant to this Section,
and Warrant Certificate issued after such change may state the same Exercise
Price and the same number of shares of Common Stock and Warrant Certificate as
are stated in the Warrant Certificate initially issued pursuant to this
Agreement. The acceptance by any Holder of the issuance of new Warrant
Certificates reflecting a required or permissive change shall not be deemed to
waive any rights to a prior adjustment or the computation thereof.
8.2 Elimination of Fractional Interests. The Company shall
not be required to issue certificates representing fractions of shares of Common
Stock upon the exercise of the Warrants, 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 shares of Common Stock or other
securities, properties or rights."
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Upon the execution of this Agreement, the Warrant Agreement
shall be deemed amended as set forth above and shall continue in full force and
effect as so amended. Each of Consultant and Xxxxxxxxx & Co. agree that such
amendment shall be retroactive to the date of execution of the Warrant Agreement
and that, based upon the Company's representation and warranty contained in the
first paragraph of this Section 6, the "Exercise Price" under the Warrant
Agreement is currently $8.25. Each of Consultant and Xxxxxxxxx & Co. represent
that it has full right and authority to effect the foregoing amendment.
7. Assignment and Termination. This Agreement shall not
be assignable by any party; provided that the Consultant may transfer or assign
the Warrants as specified therein.
8. Governing Law. This Agreement shall be deemed to be
a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the laws of said State.
9. Counterparts. This Agreement may be signed in counter-
parts which, together, shall constitute one and the same Agreement.
If the foregoing reflects your understanding, please execute
the enclosed copy of this letter and return it to Consultant, whereupon this
letter shall become a binding agreement between the Company and Consultant.
Very truly yours,
WHALE SECURITIES CO., L.P.
By: Whale Securities Corp.,
General Partner
By: ___________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
AGREED AND ACCEPTED:
PARKERVISION, INC.
By: _____________________________
Name: Xxxxxxx Xxxxxx
Title: President
Paragraph 6 is accepted and agreed to:
XXXXXXXXX & CO.
By: _____________________________
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PARKERVISION, INC.
0000 XXXXXXXXXX XXX
XXXXXXXXXXXX, XXXXXXX 00000
As of September 30, 1996
Whale Securities Co., L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Gentlemen:
This will confirm that we have amended our Consulting
Agreement dated July 16, 1996 to provide for a five (5) year term as opposed to
the existing three (3) year term, without any increase in compensation payable
to you thereunder.
Please indicate your acceptance by signing in the space
provided below.
Sincerely,
PARKERVISION, INC.
By: ______________________________
Xxxxxxx Xxxxxx, President
ACCEPTED AND AGREED TO:
WHALE SECURITIES CO., L.P.
By: Whale Securities Corp.,
General Partner
By:______________________________
Xxxxxxx X. Xxxxxxx, Chairman
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