Attached files
| file | filename |
|---|---|
| EX-4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - PARKERVISION INC | prkr-20201123xex4_2.htm |
| EX-10 - LIST OF INVESTORS - PARKERVISION INC | prkr-20201123xex10_3.htm |
| EX-10 - FORM OF RRA - PARKERVISION INC | prkr-20201123xex10_2.htm |
| EX-10 - FORM OF SPA - PARKERVISION INC | prkr-20201123xex10_1.htm |
| 8-K - PRIMARY DOCUMENT - PARKERVISION INC | prkr-20201123x8k.htm |
SECOND AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIS
SECOND AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (the
“Amendment”), dated as of November 20, 2020 (the
“Amendment Effective Date”), between ParkerVision,
Inc., a Florida corporation (the “Company”), and
American Stock Transfer and Trust Company, as rights agent (the
“Rights Agent”).
W I T N
E S S E T H
WHEREAS, the
Company previously entered into a Shareholder Protection Rights
Agreement, dated as of November 21, 2005, as amended on November
20, 2015 with the Rights Agent (the “Rights
Agreement”); and
WHEREAS, the
Company wishes to amend the Rights Agreement as further set forth
herein.
NOW
THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the Rights Agreement is hereby amended
as of the Amendment Effective Date as follows:
1. The definition of
“Exercise Price” in Section 1.1 (Certain Definitions)
of the Rights Agreement is amended and restated to read in its
entirety as follows:
“Exercise
Price” shall mean, as of any date, the price at which a
holder may purchase the securities issuable upon exercise of one
whole Right. Until adjustment thereof in accordance with the terms
hereof, the Exercise Price shall equal $8.54.
2. The definition of
“Expiration Time” in Section 1.1 (Certain Definitions)
of the Rights Agreement is amended and restated to read in its
entirety as follows:
“Expiration
Time” shall mean he earliest of (i) the Exchange Time, (ii)
the Redemption Time, and (iii) November 20, 2023.
3. Exhibit A to the
Rights Agreement is amended and restated to read in its entirety as
set forth in Exhibit A to this Amendment.
4. Except as amended
pursuant to this Amendment, the Rights Agreement shall remain in
full force and effect in accordance with its terms.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be duly executed, all as of the day and year first
above written.
PARKERVISION,
INC.
By:
/s/Jeffrey
Parker______
Name:
Jeffrey L. Parker
Title:
Chief Executive Officer
AMERICAN STOCK
TRANSFER
AND
TRUST COMPANY, as Rights Agent
By:
/s/ Carlos
Pinto
Name:
Carlos Pinto
Title:
Senior Vice President