Attached files
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EX-4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - PARKERVISION INC | prkr-20201123xex4_1.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 |
EXHIBIT
A
(Form
of Rights Certificate)
Certificate
No. R- _____________ Rights
THE
RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE
OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR
AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE
VOID.
Rights
Certificate
PARKERVISION,
INC.
This
certifies that _____________________________, or registered
assigns, is the registered holder of the number of Rights set forth
above, each of which entitles the registered holder thereof,
subject to the terms, provisions and conditions of the Stockholder
Protection Rights Agreement, dated as of November 21, 2005 (as
amended from time to time, the “Rights Agreement”),
between ParkerVision, Inc., a Florida corporation (the
“Corporation”), and American Stock Transfer & Trust
Company, as rights agent (the “Rights Agent,” which
term shall include any successor rights agent under the Rights
Agreement), to purchase from the Corporation at any time after the
Separation Time (as such term is defined in the Rights Agreement)
and prior to the Close of Business on November 20, 2023, one
ten-thousandth (1/10,000) of a fully paid share of Series E
Preferred Stock, par value $1.01 per share (the “Preferred
Stock”), of the Corporation (subject to adjustment as
provided in the Rights Agreement) at the Exercise Price referred to
below, upon presentation and surrender of this Rights Certificate
with the Form of Election to Exercise duly executed at the
principal office of the Rights Agent. The Exercise Price shall
initially be $8.54 per Right and shall be subject to adjustment in
certain events as provided in the Rights Agreement.
In
certain circumstances described in the Rights Agreement, the Rights
evidenced hereby may entitle the registered holder thereof to
purchase securities of an entity other than the Corporation or
securities (including Common Stock) or assets of the Corporation
other than Preferred Stock, all as provided in the Rights
Agreement.
This
Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made
for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent,
the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the principal office of the
Corporation and are available without cost upon written request.
Capitalized terms used in this Rights Certificate and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Rights Agreement.
This
Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor evidencing an aggregate number of Rights
equal to the aggregate number of Rights evidenced by the Rights
Certificate or Rights Certificates surrendered. If this Rights
Certificate shall be exercised in part, the registered holder shall
be entitled to receive, upon surrender hereof, another Rights
Certificate or Rights Certificates for the number of whole Rights
not exercised.
Subject
to the provisions of the Rights Agreement, each Right evidenced by
this Certificate may be (a) redeemed by the Corporation under
certain circumstances, at its option, at a redemption price of $.01
per Right or (b) exchanged by the Corporation under certain
circumstances, at its option, for one share of Common Stock (or one
ten-thousandth (1/10,000) of a share of Preferred Stock) per Right
(or, in certain cases, other securities or assets of the
Corporation), subject in each case to adjustment in certain events
as provided in the Rights Agreement.
No
holder of this Rights Certificate, as such, shall be entitled to
receive dividends or be deemed for any purpose the holder of any
securities which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Corporation or any right to
vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or
otherwise, until the Rights evidenced by this Rights Certificate
shall have been exercised or exchanged as provided in the Rights
Agreement.
This
Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights
Agent.
WITNESS
the facsimile signature of the proper officers of the
Corporation.
Date:___________________________
ATTEST:
PARKERVISION, INC.
_______________________________
By:_____________________________
Secretary
Chief Executive Officer
Countersigned:
_______________________________
By:____________________________
Authorized
Officer
[Form
of Reverse Side of Rights Certificate]
FORM OF
ASSIGNMENT
(To be
executed by the registered holder if such
holder
desires to transfer this Rights Certificate.)
FOR
VALUE RECEIVED,_______________________________ hereby sells,
assigns and transfers unto
_____________________________________________________________
(Please
print name and address of transferee)
this
Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
______________________, attorney-in-fact, to transfer the within
Rights Certificate on the books of the within-named Corporation,
with full power of substitution.
Dated:________________________,
_____
Signature
Guaranteed:
Signature
(Signature must
correspond to name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement
or any change whatsoever)
Signatures
must be guaranteed by an eligible guarantor institution (a bank,
stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program)
pursuant to Rule 17Ad-15 of the Securities Exchange Act of
1934.
______________________________________________________________________________
(To be
completed if true)
The
undersigned hereby represents, for the benefit of the Corporation
and all holders of Rights and shares of Common Stock, that the
Rights evidenced by this Rights Certificate are not, and, to the
knowledge of the undersigned, have never been, Beneficially Owned
by an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).
____________________________________
Signature
_____________________________________________________________________________
NOTICE
In the
event the certification set forth above is not completed in
connection with a purported assignment, the Corporation will deem
the Beneficial Owner of the Rights evidenced by the enclosed Rights
Certificate to be an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement) or a transferee of any
of the foregoing and accordingly will deem the Rights evidenced by
such Rights Certificate to be void and not transferable or
exercisable.
[To be
attached to each Rights Certificate]
FORM OF
ELECTION TO EXERCISE
(To be
executed if holder desires to exercise the Rights
Certificate.)
TO:
PARKERVISION, INC.
The
undersigned hereby irrevocably elects to exercise ________________
whole Rights represented by the attached Rights Certificate to
purchase the shares of Series E Preferred Stock (or such other
securities as shall be designated by ParkerVision) issuable upon
the exercise of such Rights and requests that certificates for such
shares be issued in the name of and delivered to:
Name:
Address:
Social Security or
other Taxpayer ID
No.:
If such
number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of
such Rights shall be registered in the name of and delivered
to:
Name:
Address:
Social Security or
other Taxpayer ID
No.:
Dated:____________________,
________
Signature
Guaranteed:
Signature
(Signature must
correspond to name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement
or any change whatsoever)
Signatures
must be guaranteed by an eligible guarantor institution (a bank,
stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program)
pursuant to Rule 17Ad-15 of the Securities Exchange Act of
1934.
(To be
completed if true)
The
undersigned hereby represents, for the benefit of the Corporation
and all holders of Rights and shares of Common Stock, that the
Rights evidenced by this Rights Certificate are not, and, to the
knowledge of the undersigned, have never been, Beneficially Owned
by an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).
Signature
NOTICE
In the
event the certification set forth above is not completed in
connection with a purported election to exercise, the Corporation
will deem the Beneficial Owner of the Rights evidenced by the
enclosed Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem
the Rights evidenced by such Rights Certificate to be void and not
transferable or exercisable.