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:
(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.
Aspire
hereby represents and warrants to the Company that:
(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”).
The
Company represents and warrants to Aspire that:
(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.
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.
(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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