10.24
SUBSCRIPTION AGREEMENT
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This Subscription Agreement is executed as of March 26, 2003, by
ParkerVision, Inc., a Florida corporation, with an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "ISSUER") and
Leucadia National Corporation, a New York corporation, with an office at the
address on the signature page hereof (hereinafter referred to as the
("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the
Securities Act of 1933, as amended ("Securities Act").
This Subscription Agreement has been entered into for the sale of the
number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"),
determined by the formula set forth in Section 1.a (hereinafter referred to as
the "Shares").
The parties hereto hereby agree as follows:
1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE.
a. SUBSCRIBER hereby subscribes for 639,387 Shares, and ISSUER
agrees to sell such Shares, for an aggregate purchase price of
$2,500,000 ("Purchase Price"), that number of Shares (rounded up
to the nearest whole number of shares) being equal to $2,500,000
divided by the number obtained by (a) dividing (y) the sum of the
daily weighted average sale price (determined for each day by
taking the daily weighted average of the sale prices of such
stock for such day) of the common stock of the ISSUER for the ten
consecutive trading days ending the trading day immediately prior
to the date hereof, as such prices are reported by The Nasdaq
Stock Market, Inc., by (z) ten and (b) multiplying the quotient
by 0.80.
b. FORM OF PAYMENT. On the Closing Date, as defined below,
SUBSCRIBER shall pay the Purchase Price for the Shares purchased
hereunder by wire transfer of same day funds in United States
Dollars to the depository designated by the ISSUER, payable to
the order of ISSUER, against delivery to SUBSCRIBER by ISSUER no
later than one day after the Closing Date of one or more
certificates representing the Shares.
2. SUBSCRIBER REPRESENTATIONS.
a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants
to ISSUER as follows:
(i) SUBSCRIBER is purchasing the Shares for its own account for
investment purposes and not with a view toward
distribution.
(ii) SUBSCRIBER understands that the Shares have not been
registered under the Securities Act and that such
securities are "restricted securities" as defined in Rule
144 promulgated under the Securities Act. SUBSCRIBER
further understands that the
Shares may not be offered, resold, pledged or otherwise
transferred by such SUBSCRIBER except: A) (1) pursuant to
an effective registration statement under the Securities
Act, or (2) pursuant to an available exemption from the
registration requirements of the Securities Act; and B) in
accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
(iii) SUBSCRIBER understands that the purchase of the Shares
involves a high degree of risk and further acknowledges
that it can bear the economic risk of the purchase of the
securities, including the total loss of its investment;
(iv) SUBSCRIBER understands that the Shares are being offered
and sold to it in reliance on specific exemptions from the
registration requirements of federal and state securities
laws and that the ISSUER is relying upon the truth and
accuracy of the representations, warranties, agreements,
acknowledgments and understandings of SUBSCRIBER set forth
herein in order to determine the applicability of such
exemptions and the suitability of SUBSCRIBER with respect
to acquiring the securities;
(v) SUBSCRIBER is sufficiently experienced in financial and
business matters to be capable of evaluating the merits and
risks of its investment, and to make an informed decision
relating thereto; and
(vi) In evaluating its investment, SUBSCRIBER has consulted its
own investment and/or legal and/or tax advisors.
b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that
SUBSCRIBER has been furnished with or has otherwise acquired
copies of the ISSUER's Annual Report on Form 10-K for the year
ended December 31, 2001, and Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002, and September 30, 2002, all as
filed with the Securities and Exchange Commission (the "SEC") and
the ISSUER's press release dated March 21, 2003 setting forth the
year end results as of December 31, 2002. SUBSCRIBER further
acknowledges that SUBSCRIBER has read and understands the Risk
Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for
the quarter ended September 30, 2002.
c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that,
in making its decision to purchase the Shares subscribed for, it
has relied on the publicly available information about the ISSUER
and upon independent investigations made by it and its
representatives, if any. SUBSCRIBER and such representatives, if
any, prior to the sale to it of the securities offered hereby,
have been given access to, and the opportunity to examine, all
material books and records of the ISSUER, all material contracts
and documents relating to the ISSUER and this offering and an
opportunity to ask questions of, and to receive answers
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from, executive officers of ISSUER concerning the ISSUER and the
terms and conditions of this offering. SUBSCRIBER and its
advisors, if any, acknowledge that they have received answers to
any such inquiries and copies of documentary information
requested.
d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands
that no federal or state agency has passed on or made any finding
or determination relating to the fairness of an investment in the
Shares, or has passed or made, or will pass on or make, any
recommendation or endorsement of the Shares.
3. ISSUER REPRESENTATIONS.
a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate
power and authority to enter into this Subscription Agreement and
to consummate the transactions contemplated hereby. All corporate
action necessary to be taken by ISSUER to authorize the
execution, delivery and performance of this Subscription
Agreement, and all other agreements and instruments delivered by
ISSUER in connection with the transactions contemplated hereby
has been duly and validly taken and this Subscription Agreement
has been duly executed and delivered by ISSUER. This Subscription
Agreement constitutes the legal, valid and binding obligation of
ISSUER and is enforceable in accordance with its terms, except as
enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or
similar laws of general application now or hereafter in effect
affecting the rights and remedies of creditors and by general
principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity); and (ii) the applicability
of the federal and state securities laws and public policy as to
the enforceability of the indemnification provisions of Section 7
hereof. The sale by the ISSUER of the Shares does not conflict
with the certificate of incorporation or by-laws of the ISSUER,
or any material contract by which the ISSUER or its property is
bound, or any federal or state laws or regulations or decree,
ruling or judgment of any United States or state court applicable
to the ISSUER or its property.
b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue
100,000,000 shares of Common Stock, and 5,000,000 shares of
preferred stock, of which, as of the Closing Date, after giving
effect to the transactions contemplated by this Agreement and the
simultaneous sale of shares of common stock to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and his affiliates and relatives as referenced herein, 15,244,532
shares of Common Stock and no shares of preferred stock will have
been issued and outstanding.
c. PARKERVISION SHARES. The shares of Common Stock issued to
SUBSCRIBER pursuant to this Subscription Agreement are duly
authorized, validly issued, fully paid and non-assessable.
d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially
reasonable efforts:
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(i) to make and keep public information available, as those
terms are understood and defined in Rule 144 under the
Securities Act;
(ii) to file with the SEC in a timely manner all reports and
other documents required of ISSUER under the Securities Act
and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(iii) to furnish to SUBSCRIBER upon request a written statement
by ISSUER as to its compliance with the reporting
requirements of said Rule 144, and of the Securities Act
and the Exchange Act, a copy of the most recent annual or
quarterly report of ISSUER, and such other reports and
documents of ISSUER as SUBSCRIBER may reasonably request to
avail itself of any similar rule or regulation of the SEC
allowing it to sell any such securities without
registration.
e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to
Section 12(g) of the Exchange Act. Since January 1, 1999, the
ISSUER has timely filed with the SEC all reports, schedules,
forms, statements and other documents required to be filed (such
reports, schedules, forms, statements and other documents are
hereinafter referred to as the "SEC Documents"). As of their
respective dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act or the
Exchange Act, as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such SEC
Documents, and none of the SEC Documents as of such dates
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The
financial statements of the ISSUER included in the SEC Documents
(the "Financial Statements") comply as to form in all material
respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto,
have been prepared in accordance with GAAP applied on a
consistent basis during the periods involved (except in the case
of unaudited statements, as permitted by Rule 10-01 of Regulation
S-X) and fairly present, in all material respects, the financial
position of the ISSUER as of the dates thereof and the results of
operations and cash flows for the periods then ended (on the
basis stated therein and subject, in the case of unaudited
quarterly statements, to the absence of complete notes and to
normal year-end audit adjustments). Except as disclosed in the
March 21, 2003 press release of the ISSUER, since September 30,
2002, there has been no material adverse change in the assets,
business, condition (financial or otherwise), or results of
operations, of the ISSUER. Since September 30, 2002, there have
been no events relating to the business or financial condition of
the ISSUER that requires the filing of a Report on Form 8-K by
the ISSUER.
f. GENERAL DOCUMENT REPRESENTATION. The written materials of the
ISSUER previously delivered to SUBSCRIBER in connection with this
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Subscription Agreement, at the time they were given to
SUBSCRIBER, were true and accurate in all material respects.
g. CONTEMPORANEOUS SALE OF COMMON STOCK. Simultaneously with and as
a condition to the sale of the Shares to the SUBSCRIBER, the
ISSUER, on terms which are not more favorable than the terms of
the sale of Shares to Subscriber, is selling to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and his affiliates/relatives for a purchase price of $2,500,000
that number of shares of common stock of the ISSUER equal to
$2,500,000 divided by the quotient obtained by dividing (y) the
sum of the closing bid prices of the common stock of the ISSUER
for the five consecutive trading days ending the trading day
immediately prior to the date of this Subscription Agreement, as
such prices are reported by the Nasdaq Stock Market, Inc. by (z)
five.
4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each
party making the representations and warranties contained in Sections 2 and 3
also represents and warrants that they shall be true and accurate as of the
Closing Date. If either party has knowledge, prior to the Closing Date that any
such representations and warranties made by it shall not be true and accurate in
any respect, such party will give written notice of such fact to the other party
specifying which representations and warranties are not true and accurate and
the reasons therefor.
Each party to this Subscription Agreement agrees to fully indemnify, defend
and hold harmless the other party, its officers, directors, employees, agents
and attorneys from and against any and all losses, claims, damages, liabilities
and expenses, including reasonable attorneys' fees and expenses, which may
result from a breach of such party's representations, warranties and covenants
contained herein.
5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its
transfer agent to place a stop transfer order with respect to the certificates
representing the Shares and that such certificates will bear the following
legend, as well as a legend describing the restriction referred to in the last
sentence of Section 7(a) hereof: "The shares represented by this certificate
have been acquired for investment and have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Transfer of these
shares is prohibited except pursuant to registration under the Securities Act or
pursuant to an available exemption from registration."
6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing
Date") shall be on such date as may be mutually agreed to, but not later than
March 31, 2003.
7. REGISTRATION RIGHT.
a. REGISTRATION. The ISSUER shall file a registration statement
under the Securities Act ("Registration Statement") with the
Securities and Exchange Commission registering the Shares for
re-offer and re-sale. The ISSUER agrees to have the Registration
Statement declared effective six months after Closing Date
("Anniversary"). Once the Registration Statement is declared
effective, the ISSUER shall keep the Registration Statement
effective and current until all the securities registered
thereunder are sold or may be sold freely in any 90 day period
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without registration under an appropriate exemption under the
Securities Act. If the Registration Statement has not been
declared effective by the Anniversary or, if it is so declared
effective but after the Anniversary becomes subject to a stop
order or is not otherwise current for use by SUBSCRIBER, then
during such periods, the SUBSCRIBER may demand on no more than an
aggregate of three separate occasions to have its Shares
registered on a registration statement filed with the Securities
and Exchange Commission or have such securities included on any
other applicable registration statement filed by ISSUER, which
"demand" and "piggyback" registration rights will be subject to
such reasonable terms as are ordinarily offered to investors
purchasing similar securities to those purchased under this
Subscription Agreement.
b. TERMS. The ISSUER shall bear all of its fees and expenses
attendant to registering the Shares, but SUBSCRIBER shall pay any
and all underwriting commissions and the expenses of any legal
counsel selected by SUBSCRIBER to represent it in connection with
the registration or sale of the Shares. Promptly upon request,
ISSUER will provide to SUBSCRIBER such number of copies of the
prospectus forming a part of the Registration Statement as are
reasonably requested by the SUBSCRIBER, and all supplements to
such prospectus. ISSUER will promptly notify SUBSCRIBER at any
time that the Registration Statement or the prospectus may not be
used either due to the change of material information contained
therein or the omission of material information therefrom or upon
the receipt by the ISSUER of a cease and desist or stop order of
the Securities and Exchange Commission. The ISSUER will use its
commercially reasonably efforts to amend or supplement the
Registration Statement to permit its continued use by the
SUBSCRIBER.
c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and
hold harmless SUBSCRIBER, its directors and officers and each
person, if any, who controls SUBSCRIBER within the meaning of the
Securities Act and/or the Exchange Act, against any losses,
claims, damages or liabilities, joint or several, to which
SUBSCRIBER or such person may become subject, under the
Securities Act, Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement
or alleged untrue statement of a material fact contained (A) in
any prospectus or registration statement for the Shares or (B) in
any blue sky application or other document executed by the ISSUER
specifically for blue sky purposes or based upon any other
written information furnished by the ISSUER or on its behalf to
any state or other jurisdiction in order to qualify any or all of
the Shares under the securities laws thereof (any such
application, document or information being hereinafter called a
"Blue Sky Application"), or (ii) the omission or alleged omission
by the ISSUER to state in any prospectus or registration
statement for the Shares or in any Blue Sky Application a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading, and will reimburse SUBSCRIBER and
each such person for any legal or other expenses
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reasonably incurred by SUBSCRIBER or such person in connection
with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the ISSUER will not
be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with
information regarding SUBSCRIBER which is furnished in writing to
the ISSUER by SUBSCRIBER or its representatives for inclusion in
any registration statement for the Shares or any such Blue Sky
Application ("Non-Indemnity Events").
d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to
indemnify and hold harmless the ISSUER, each officer and director
of the ISSUER, and each person, if any, who controls the ISSUER
within the meaning of the Securities Act and/or the Exchange Act
against any losses, claims, damages or liabilities, joint or
several, to which the ISSUER or such person may become subject,
under the Securities Act, Exchange Act or otherwise insofar as
such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any Non-Indemnity
Event; and will reimburse the ISSUER and such persons for any
legal or other expenses reasonably incurred by the ISSUER in
connection with investigating or defending any such loss, claim,
damage, liability or action provided that such loss, claim,
damage or liability is found ultimately to arise out of or be
based upon any Non-Indemnity Event; provided that the maximum
amount of the indemnification payments by SUBSCRIBER shall not
exceed the net sale proceeds of any of the Shares sold by the
SUBSCRIBER pursuant to the registration statement.
e. PROCEDURE. Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 7, notify
in writing the indemnifying party of the commencement thereof;
and the omission so to notify the indemnifying party will relieve
the indemnifying party from any liability under this Section 7 as
to the particular item for which indemnification is then being
sought (if such failure materially prejudices the indemnifying
party), but not from any other liability which it may have to any
indemnified party. In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may wish, jointly
with any other indemnifying party, similarly notified, to assume
the defense thereof, with counsel who shall be to the reasonable
satisfaction of such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any
legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than
reasonable costs of investigation. Any such indemnifying party
shall not be liable to any such indemnified party on account of
any settlement of
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any claim or action effected without the consent of such
indemnifying party, which consent shall not be unreasonably
withheld. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into
any settlement of any such action unless (i) there is no finding
or admission of any violation or wrongdoing, and (ii) such
judgment or settlement includes as an unconditional term thereof
the giving by the claimant or plaintiff to such indemnified party
of a release from all liability, or a covenant not to ▇▇▇, in
respect to such claim or litigation.
f. CONTRIBUTION. If the indemnification provided for in this Section
7 is unavailable to any indemnified party in respect to any
losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying
such indemnified party, will contribute to the amount paid or
payable by such indemnified party, as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the ISSUER on the
one hand, and of the SUBSCRIBER on the other hand, in connection
with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of the
ISSUER on the one hand, and the SUBSCRIBER on the other hand,
will be determined with reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied
by the ISSUER, and its relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission.
g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree
that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation or by
any other method of allocation which does not take into account
the equitable considerations referred to in the immediately
preceding paragraph.
h. ATTORNEYS' FEES. The amount payable by a party under this Section
7 as a result of the losses, claims, damages, liabilities or
expenses referred to above will be deemed to include any legal or
other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim
(including, without limitation, fees and disbursements of counsel
incurred by an indemnified party in any action or proceeding
between the indemnifying party and indemnified party or between
the indemnified party and any third party or otherwise).
i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish
to the ISSUER a completed and executed questionnaire provided by
the ISSUER requesting information customarily sought of selling
security holders.
8. PREEMPTIVE RIGHT. So long as SUBSCRIBER and its affiliates beneficially
own at least 20% of the Shares sold to SUBSCRIBER under this Subscription
Agreement and the shares of common stock that were purchased under the
Subscription Agreement dated May 22,
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2000 and may be acquired under the Purchase Option dated May 22, 2000 ("Purchase
Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter
defined) at any time prior to the four year anniversary date of this
Subscription Agreement, SUBSCRIBER will have the right to purchase from ISSUER
on the same terms as the proposed sale, up to that number of securities being
offered as will maintain its then percentage ownership of ISSUER's Common Stock
calculated on a fully diluted basis, but based solely on the Shares purchased
hereunder and under the Subscription Agreement dated May 22, 2000 and underlying
the Purchase Option and not including any additional shares of Common Stock
which may be owned by SUBSCRIBER. ISSUER shall give notice to the SUBSCRIBER in
writing ("ISSUER Notice") at least ten business days prior to the proposed
closing date of such proposed sale. The ISSUER Notice shall describe in
reasonable detail the proposed sale including, without limitation, the nature
and number of securities to be sold, the nature of such sale, the consideration
to be paid, and the name and address of the prospective purchasers ("Buyer").
Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not
the obligation, exercisable by written notice to the ISSUER within five business
days after receipt of the ISSUER Notice, to indicate to ISSUER its desire to
purchase its permitted number of securities being sold in the proposed sale on
the same terms and conditions as ISSUER is selling the securities in the
proposed sale. The SUBSCRIBER will purchase the securities to be offered and
purchased under this section at the same time as the closing of the proposed
sale, and if SUBSCRIBER does not elect to purchase any of the shares of common
stock within said five days, then SUBSRIBER will be deemed to have waived its
right to buy such offered shares. For purposes of this Section 8, "New
Securities" means any shares of capital stock of the ISSUER, including Common
Stock and preferred stock, whether now authorized or not, and rights, options or
warrants to purchase said shares of Common Stock or preferred stock of the
ISSUER, and securities of any type whatsoever that are, or may become,
convertible into said shares of Common Stock or preferred stock; provided,
however, "New Securities" does not include (i) the shares of Common Stock
issuable upon exercise of the Purchase Option as such term is defined under the
Subscription Agreement dated May 22, 2000, (ii) securities issuable upon
exercise or conversion of securities outstanding on the date hereof, (iii)
securities offered to the public generally pursuant to a registration statement
under the Securities Act, (iv) securities issued to employees, officers or
directors of, or consultants to, the ISSUER, or issued or issuable to banks or
other institutional lenders or lessors in connection with capital asset leases
or borrowings for the acquisition of capital assets, landlords, or other
providers of goods and services to the ISSUER, in each case, if pursuant to any
arrangement approved by the board of directors of the ISSUER (including
securities issued upon exercise or conversion of any such securities), (v)
securities issued for cash, not to exceed $500,000, not including the ▇▇▇▇▇▇
family investment, in any private placement by ISSUER on terms not more
favorable then those to the SUBSCRIBER, subject to an agreement entered into
within ten business days after the date of this Subscription Agreement
(including securities issued upon exercise or conversion of any such
securities), or (vi) any issuance of capital stock of the ISSUER upon the
exercise or conversion of derivative securities, the issuance of which triggered
the pre-emptive rights set forth in this Section 8. This provision will be
deemed to supersede Section 8 "Preemptive Right" of the Subscription Agreement
dated May 22, 2000.
9. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the
terms of this Subscription Agreement without the written consent of the other
party hereto, unless required by law or regulation or judicial action. The
SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as
Exhibit A hereto and provide substantially similar disclosure about this
transaction in its Exchange Act Reports and other documents filed with the
Securities and Exchange Commission.
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10. GOVERNING LAW. This Subscription Agreement shall be governed by and
interpreted in accordance with the rulings of the laws of the State of Florida
without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees
that any action, proceeding or claim against it arising out of, or relating in
any way to this agreement shall be brought and enforced in the courts of the
State of Florida or of the United States of America for the Middle District of
Florida, Jacksonville Division and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the ISSUER and
SUBSCRIBER may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
its address set forth herein. Such mailing shall be deemed personal service and
shall be legal and binding upon the ISSUER and SUBSCRIBER in any action,
proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys' fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation
therefor.
11. ENTIRE AGREEMENT. This Subscription Agreement constitutes the entire
agreement among the parties hereof with respect to the subject matter hereof and
supersedes any and all prior or contemporaneous representations, warrants,
agreements and understandings in connection therewith. This Subscription
Agreement may be amended only by a writing executed by all parties hereto.
12. NOTICES. Any notice or other document required or permitted to be given
or delivered to the parties to this Subscription Agreement shall be personally
delivered or sent by facsimile or other form of electronic transmission to the
party at the address or addresses or telecopier number on the signature page
hereto. Unless otherwise specified in this agreement, all notices and other
documents given under this agreement shall be deemed to have been duly given
when delivered, if personally delivered, and when transmitted if sent by
facsimile or other form of electronic transmission.
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IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the
date first written below.
LEUCADIA NATIONAL CORPORATION PARKERVISION, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------ ---------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman Title: Chief Executive Officer
Notice Addresses: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
Leucadia National Corporation ParkerVision, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile (▇▇▇) ▇▇▇-▇▇▇▇
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