WARRANT AMENDMENT AGREEMENT
WARRANT AMENDMENT AGREEMENT (the
“Agreement”),
dated as of February 28, 2020, by and between PARKERVISION, INC., a Florida
corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois
limited liability company (“Aspire”). Capitalized terms used
herein and not otherwise defined herein are defined in Section 9
hereof.
WHEREAS:
Aspire is the holder of a warrant
(No. 2018-02, dated 7/26/2018) and another warrant (No. 2018-04,
dated 9/11/2018) (collectively referred to as the “Existing
Warrants”) exercisable, collectively, into a
total of 5,000,000 shares of Common Stock (the “Existing Warrants Shares”)
which Existing Warrants are currently registered pursuant to a
registration statement on Form S-1 (File No. 333-226738). The
Company wishes to induce Aspire to exercise some or all of the
Existing Warrants, by amending the exercise price in the Existing
Warrants and issuing to Aspire new warrants (the “New
Warrants”), substantially in the form attached
hereto as Exhibit A (the “New
Warrants Certificate”) to purchase shares of
Common Stock (collectively, the “New
Warrant Shares”). The New Warrants and the New
Warrant Shares are collectively referred to herein as the
“Securities.”
NOW THEREFORE, the Company and Aspire
hereby agree as follows:
1.
AMENDMENT
AND EXERCISE OF EXISTING WARRANTS; ISSUANCE OF NEW
WARRANTS.
(a)
Existing Warrants Amendment.
The Existing Warrants exercise price is hereby amended to $0.35
effective immediately, subject to further adjustment as described
in the Existing Warrants. The Company and Aspire hereby agree the
underlying shares of the Company’s Common Stock previously
reserved for issuance upon exercise of the Existing Warrants shall
no longer be required to be reserved. A new Section 15(i) is
inserted and made part of each of the Existing Warrants as
follows:
(i)
Call Provision. The
Company may, on any Trading Day after December 31, 2020, call for
cancellation of all or any portion of this Warrant for which an
Exercise Notice has not yet been delivered (such right, a
“Call”) for consideration equal to $0.001 per Warrant
Share. To exercise this right, the Company must deliver to the
Holder an irrevocable written notice (a “Call Notice”),
indicating therein the portion of unexercised portion of this
Warrant to which such notice applies. If the conditions set forth
below for such Call are and remain satisfied from the period from
the date of the Call Notice through and including the Call Date (as
defined below), then any portion of this Warrant subject to such
Call Notice for which an Exercise Notice shall not have been
received by the Call Date will be cancelled at 6:30 p.m. New York
City time on the tenth Trading Day after the date the Call Notice
is received by the Holder (such date and time, the “Call
Date”). Any unexercised portion of this Warrant to which the
Call Notice does not pertain will be unaffected by such Call
Notice. In furtherance thereof, the Company covenants and agrees
that it will honor all Exercise Notices with respect to Warrant
Shares subject to a Call Notice that are tendered through 6:30 p.m.
New York City time on the Call Date. The parties agree that any
Exercise Notice delivered following a Call Notice which calls less
than all of the Warrants shall first reduce to zero the number of
Warrant Shares subject to such Call Notice prior to reducing the
remaining Warrant Shares available for purchase under this Warrant.
For example, if (A) this Warrant then permits the Holder to acquire
100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant
Shares, and (C) prior to 6:30 p.m. New York City time on the Call
Date the Holder tenders an Exercise Notice in respect of 50 Warrant
Shares, then (x) on the Call Date the right under this Warrant to
acquire 25 Warrant Shares will be automatically cancelled, (y) the
Company, in the time and manner required under this Warrant, will
have issued and delivered to the Holder 50 Warrant Shares in
respect of the exercises following receipt of the Call Notice, and
(z) the Holder may, until the Expiration Date, exercise this
Warrant for 25 Warrant Shares (subject to adjustment as herein
provided and subject to subsequent Call Notices). Subject again to
the provisions of this Section 15(i), the Company may deliver
subsequent Call Notices for any portion of this Warrant for which
the Holder shall not have delivered an Exercise Notice.
Notwithstanding anything to the contrary set forth in this Warrant,
the Company may not deliver a Call Notice or require the
cancellation of this Warrant (and any such Call Notice shall be
void), unless all of the following conditions are and remain
satisfied from the period from the date of the Call Notice through
and including the Call Date: (1) the Company shall have honored in
accordance with the terms of this Warrant all Exercise Notices
delivered by 6:30 p.m. New York City time on the Call Date; (2) a
registration statement shall be effective as to all Warrant Shares
and the prospectus thereunder available for use by the Company for
the sale of all such Warrant Shares to the Holder; (3) the Warrant
Shares shall be listed or quoted for trading on the Principal
Trading Market; (4) the Company has sufficient number of authorized
Common Stock and the directors of the Company have authority to
allot a sufficient number of Common Stock to provide for the
issuance of the Warrant Shares upon the exercise of any purchase
rights under this Warrant; (5) the issuance of all Warrant Shares
subject to a Call Notice shall not cause a breach of any of the
provisions of Section 11 herein; and (6) the Holder is not in
possession of any information that constitutes, or might
constitute, material non-public information which was provided by
the Company, any of its Subsidiaries, or any of their officers,
directors, employees, agents or Affiliates.
(b) Existing
Warrants exercise. Upon execution of this Agreement, Aspire
shall exercise a portion of the Existing Warrants (as amended by
this Agreement) equal to at least 1,430,000 Existing Warrants
Shares and $500,500 proceeds.
(c) Issuance
of New Warrants. Upon execution of this Agreement, the
Company shall issue to Aspire, and Aspire shall receive from the
Company, an additional 5,000,000 New Warrants in the form of the
New Warrants Certificate.
2. ASPIRE’S
REPRESENTATIONS AND WARRANTIES.
Aspire
hereby represents and warrants to the Company that:
(a) Investment
Purpose. Aspire is entering into this Agreement and
acquiring the Securities for its own account for investment;
provided however, by making the representations herein, Aspire does
not agree to hold any of the Securities for any minimum or other
specific term.
(b) Accredited
Investor Status. Aspire is an “accredited
investor” as that term is defined in Rule 501(a)(3) of
Regulation D of the Securities Act of 1933, as amended (the
“1933
Act”).
(c) Reliance
on Exemptions. Aspire understands that the Securities are
being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and
state securities laws and that the Company is relying in part upon
the truth and accuracy of, and Aspire's compliance with, the
representations, warranties, agreements, acknowledgments and
understandings of Aspire set forth herein in order to determine the
availability of such exemptions and the eligibility of Aspire to
acquire the Securities.
(d) Information.
Aspire has been furnished with all materials relating to the
business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been
reasonably requested by Aspire. Aspire understands that its
investment in the Securities involves a high degree of risk. Aspire
(i) is able to bear the economic risk of an investment in the
Securities including a total loss, (ii) has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of the proposed investment in the
Securities and (iii) has had an opportunity to ask questions of and
receive answers from the officers of the Company concerning the
financial condition and business of the Company and other matters
related to an investment in the Securities. Neither such inquiries
nor any other due diligence investigations conducted by Aspire or
its representatives shall modify, amend or affect Aspire’s
right to rely on the Company’s representations and warranties
contained in Section 3 below. Aspire has sought such accounting,
legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the
Securities.
(e) No
Governmental Review. Aspire understands that no United
States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon
or endorsed the merits of the offering of the
Securities.
(f) Transfer
or Sale. Aspire understands that: (i) the Securities have
not been registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or
transferred unless (A) subsequently registered thereunder or (B) an
exemption exists permitting such Securities to be sold, assigned or
transferred without such registration; (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in
accordance with the terms of Rule 144 and further, if Rule 144 is
not applicable, any resale of the Securities under circumstances in
which the seller (or the person through whom the sale is made) may
be deemed to be an underwriter (as that term is defined in the 0000
Xxx) may require compliance with some other exemption under the
1933 Act or the rules and regulations of the U.S. Securities and
Exchange Commission (the “SEC”); and (iii) neither the
Company nor any other person is under any obligation to register
the Securities under the 1933 Act or any state securities laws or
to comply with the terms and conditions of any exemption
thereunder.
(g) Organization.
Aspire is a limited liability company duly organized and validly
existing in good standing under the laws of the jurisdiction in
which it is organized, and has the requisite organizational power
and authority to own its properties and to carry on its business as
now being conducted.
(h) Validity;
Enforcement. This Agreement has been duly and validly
authorized, executed and delivered on behalf of Aspire and is a
valid and binding agreement of Aspire enforceable against Aspire in
accordance with its terms, subject as to enforceability to (i)
general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and (ii) public
policy underlying any law, rule or regulation (including any
federal or state securities law, rule or regulation) with regards
to indemnification, contribution or exculpation. The execution and
delivery of the this Agreement by Aspire and the consummation by it
of the transaction contemplated hereby do not conflict with
Aspire’s certificate of organization or operating agreement
or similar documents, and do not require further consent or
authorization by Aspire, its managers or its members.
(i) Residency.
Aspire is a resident of the
State of Illinois.
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The
Company represents and warrants to Aspire that:
(a) Organization
and Qualification. The Company and its
“Subsidiaries” (which for purposes of this Agreement
means any entity in which the Company, directly or indirectly, owns
more than 50% of the voting
stock or capital stock or other similar equity interests) are
corporations or limited liability companies duly organized and
validly existing in good standing under the laws of the
jurisdiction in which they are incorporated or organized, and have
the requisite corporate or organizational power and authority to
own their properties and to carry on their business as now being
conducted. Each of the Company and its Subsidiaries is duly
qualified as a foreign corporation or limited liability company to
do business and is in good standing in every jurisdiction in which
its ownership of property or the nature of the business conducted
by it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing could not
reasonably be expected to have a Material Adverse Effect. As used
in this Agreement, “Material
Adverse Effect” means any material adverse effect on
any of: (i) the business, properties, assets, operations, results
of operations or financial condition of the Company and its
Subsidiaries, if any, taken as a whole, or (ii) the authority or
ability of the Company to perform its obligations under the this
Agreement.
(b) Authorization;
Enforcement; Validity. (i) The Company has the requisite
corporate power and authority to enter into and perform its
obligations under this Agreement, and the New Warrants and to issue
the Securities in accordance with the terms hereof, (ii) the
execution and delivery of this Agreement and the New Warrants by
the Company and the consummation by it of the transaction
contemplated hereby, including without limitation, the issuance of
the Securities under this Agreement, have been duly authorized by
the Company’s Board of Directors or duly authorized committee
thereof, do not conflict with the Company’s Certificate of
Incorporation or Bylaws (as defined below), and do not require
further consent or authorization by the Company, its Board of
Directors, except as set forth in this Agreement, or its
stockholders, (iii) this Agreement has been duly executed and
delivered by the Company and (iv) this Agreement constitutes the
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability
may be limited by (y) general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies and (z) public policy underlying
any law, rule or regulation (including any federal or state
securities law, rule or regulation) with regards to
indemnification, contribution or exculpation. The Board of
Directors of the Company or duly authorized committee thereof has
approved the resolutions (the “Signing Resolutions”)
substantially in the form as delivered to Aspire to authorize this
Agreement and the transaction contemplated hereby. The Signing
Resolutions are valid, in full force and effect and have not been
modified or supplemented in any material respect. The Company has
delivered to Aspire a true and correct copy of the Signing
Resolutions as approved by the Board of Directors of the Company or
an appropriate Board committee.
(c) Authorization
of the Securities. The Securities have been duly authorized
and, upon issuance in accordance with the terms hereof, the
Securities shall be (i) validly issued, fully paid and
non-assessable and (ii) free from all taxes, liens and charges with
respect to the issuance thereof, with the holders being entitled to
all rights accorded to a holder of Common Stock. The New Warrants
have been duly authorized by the Company and, when executed and
delivered by the Company, will be valid and binding agreements of
the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors
or by general equitable principles. The New Warrant Shares have
been duly authorized and validly reserved for issuance upon
exercise of the New Warrants in a number sufficient to meet the
current exercise requirements. The New Warrant Shares, when issued
and delivered upon exercise of the New Warrants in accordance
therewith, shall be (i) validly issued, fully paid and
non-assessable and (ii) free from all taxes, liens and charges with
respect to the issuance thereof, with the holders being entitled to
all rights accorded to a holder of Common Stock.
(d) No
Conflicts. The execution, delivery and performance of this
Agreement and the issuance of the Securities by the Company and the
consummation by the Company of the transactions contemplated hereby
(including, without limitation, the reservation for issuance and
issuance of the New Warrant Shares), does not and will not (i)
result in a violation of the Certificate of Incorporation, any
Certificate of Designations, Preferences and Rights of any
outstanding series of preferred stock of the Company or the Bylaws
or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a
party, or result, to the Company’s knowledge, in a violation
of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations applicable to the
Company or any of its Subsidiaries) or by which any property or
asset of the Company or any of its Subsidiaries is bound or
affected. Neither the Company nor its Subsidiaries is in violation
of any term of or in default under its Certificate of
Incorporation, including any Certificate of Designation,
Preferences and Rights of any outstanding series of preferred stock
of the Company, or Bylaws or their organizational charter or
bylaws, respectively. Neither the Company nor any of its
Subsidiaries is in violation of any term of or is in default under
any material contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute,
rule or regulation applicable to the Company or its Subsidiaries,
except for possible violations, defaults, terminations or
amendments that could not reasonably be expected to have a Material
Adverse Effect. The business of the Company and its Subsidiaries is
not being conducted, and shall not be conducted, in violation of
any law, ordinance, or regulation of any governmental entity,
except for possible violations, the sanctions for which either
individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement, reporting obligations under the
Securities & Exchange Act of 1934 (the “1934 Act”) or as required under
the 1933 Act or applicable state securities laws, the Company is
not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental
agency or any regulatory or self-regulatory agency in order for it
to execute, deliver or perform any of its obligations under or
contemplated by the this Agreement in accordance with the terms
hereof. Except for the reporting obligations under the 1934 Act,
all consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding
sentence shall be obtained or effected on or prior to the date
hereof.
4. COVENANTS.
(a) Filing
of Form 8-K and Registration Statement. The Company agrees
that it shall, within four business day under the 1934 Act, file a
Current Report on Form 8-K disclosing this Agreement and the
transaction contemplated hereby. If the Company files a
registration statement to register any of its Common Stock, the
Company shall also include the New Warrant Shares in such new
registration statement in order to cover the resale of the New
Warrant Shares by Aspire (the “Registration
Statement”).
(b) New
Warrant Shares Reserved. The Company shall, at all times
while any New Warrants are outstanding, reserve and keep available
out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to
issue New Warrant Shares upon exercise of such New Warrants, the
number of New Warrant Shares that are initially issuable and
deliverable upon the exercise of the then-outstanding New
Warrants.
5. MISCELLANEOUS.
(a) Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the
State of Florida shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions
concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal
laws of the State of Illinois, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State
of Illinois or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State
of Illinois. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of
Chicago, for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in
an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
(b) Counterparts.
This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party; provided
that a facsimile or pdf (or other
electronic reproduction) signature shall be considered due
execution and shall be binding upon the signatory thereto with the
same force and effect as if the signature were an original, not a
facsimile or PDF (or other electronic
reproduction) signature.
(c) Headings.
The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this
Agreement.
(d) Severability.
If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in
any other jurisdiction.
(e) Entire
Agreement. This Agreement supersede all other prior oral or
written agreements between Aspire, the Company, their affiliates
and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor
Aspire makes any representation, warranty, covenant or undertaking
with respect to such matters. Each of the Company and Aspire
acknowledges and agrees that it has not relied on, in any manner
whatsoever, any representations or statements, written or oral,
other than as expressly set forth in this Agreement.
(f) Notices.
Any notices, consents or other communications required or permitted
to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party);
(iii) upon receipt, when sent by electronic message (provided the
recipient responds to the message and confirmation of both
electronic messages are kept on file by the sending party); or (iv)
one (1) business day after timely deposit with a nationally
recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:
If to
the Company:
ParkerVision,
Inc.
0000
Xxxxxxx Xxxxxxx, Xxxxx 0X
Xxxxxxxxxxxx, XX
00000
Telephone: 904-732-6100
Facsimile: 000-000-0000
Attention: Xxxxxxx
Xxxxxxxx, CFO
Email: xxxxxxxxx@xxxxxxxxxxxx.xxx
With a
copy (which shall not constitute notice) to:
Xxxxxxxx
Xxxxxx
The
Chrysler Building
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Telephone:
000-000-0000
Facsimile:
000-000-0000
Attention:
Xxxx X.
Xxxxxx
Email:
xxxxxxx@xxxxxxxx.xxx
If to
Aspire:
Aspire
Capital Fund, LLC
000
Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX
00000
Telephone:
312-658-0400
Facsimile:
000-000-0000
Attention:
Xxxxxx X.
Xxxxxx
Email:
xxxxxxx@xxxxxxxxxxxxx.xxx
With a
copy to (which shall not constitute delivery to
Aspire):
Xxxxxxxx &
Xxxxxxxx LLP
0000
Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 0000
Xxxxxxxxxx, XX
00000
Telephone:
000-000-0000
Facsimile:
000-000-0000
Attention:
Xxxxxx X. Xxxx,
Esq.
Email:
xxxxx@xxxx.xxx
If to
the Transfer Agent:
American Stock
Transfer & Trust Company
0000
00xx Xxxxxx
Xxxxxxxx, XX
00000
Telephone:
800-937-5449
Facsimile:
000-000-0000
Attention:
Xxxxxxxxx
Xxxx
Email:
xxxxx@xxxxxxxxxxxx.xxx
or at
such other address and/or facsimile number and/or to the attention
of such other person as the recipient party has specified by
written notice given to each other party at least one (1) business
day prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent or
other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date,
and recipient facsimile number, (C) electronically generated by the
sender’s electronic mail containing the time, date and
recipient email address or (D) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of receipt
in accordance with clause (i), (ii), (iii) or (iv) above,
respectively.
(g) Successors
and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights
or obligations hereunder without the prior written consent of
Aspire, including by merger or consolidation; provided, however,
that any transaction, whether by merger, reorganization,
restructuring, consolidation, financing or otherwise, whereby the
Company remains the surviving entity immediately after such
transaction shall not be deemed a succession or assignment. Aspire
may not assign its rights or obligations under this
Agreement.
(h) No
Third Party Beneficiaries. This Agreement is intended for
the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
(i) Publicity.
Aspire shall have the right to approve before issuance any press
release, SEC filing or any other public disclosure made by or on
behalf of the Company whatsoever with respect to, in any manner,
Aspire, its purchases hereunder or any aspect of this Agreement or
the transactions contemplated hereby; provided, however, that the
Company shall be entitled, without the prior approval of Aspire, to
make any press release or other public disclosure (including any
filings with the SEC) with respect to such transactions as is
required by applicable law and regulations so long as the Company
and its counsel consult with Aspire in connection with any such
press release or other public disclosure at least one (1) business
day prior to its release; provided, however, that the
Company’s obligations pursuant to this Section 10(i) shall
not apply if the material provisions of such press release, SEC
filing, or other public disclosure previously has been publicly
disclosed by the Company in accordance with this Section 5(i).
Aspire must be provided with a copy thereof at least one (1)
business day prior to any release or use by the Company
thereof.
(j) Further
Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.
(k) No
Financial Advisor, Placement Agent, Broker or Finder. The
Company represents and warrants to Aspire that it has not engaged
any financial advisor, placement agent, broker or finder in
connection with the transactions contemplated hereby. Aspire
represents and warrants to the Company that it has not engaged any
financial advisor, placement agent, broker or finder in connection
with the transactions contemplated hereby. Each party shall be
responsible for the payment of any fees or commissions, if any, of
any financial advisor, placement agent, broker or finder engaged by
such party relating to or arising out of the transactions
contemplated hereby. Each party shall pay, and hold the other party
harmless against, any liability, loss or expense (including,
without limitation, attorneys' fees and out of pocket expenses)
arising in connection with any such claim.
(l) No
Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be
applied against any party.
(m)
Failure or Indulgence Not
Waiver. No failure or delay in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any
other right, power or privilege.
*
* * * *
IN WITNESS WHEREOF, Aspire and the
Company have caused this Warrant Amendment Agreement to be duly
executed as of the date first written above.
THE COMPANY:
PARKERVISION,
INC.
By:______________________
Name:
Xxxxxxx Xxxxxx
Title:
CEO
ASPIRE:
ASPIRE
CAPITAL FUND, LLC
BY:
ASPIRE CAPITAL PARTNERS, LLC
BY:
By:_______________________
Name:
Title:
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Page Number]-
