10.16
SUBSCRIPTION AGREEMENT
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This Subscription Agreement is executed by ParkerVision, Inc., a Florida
corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256
(hereinafter referred to as the "ISSUER") and Texas Instruments Incorporated, a
Delaware 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") and a common stock purchase option to purchase up to that number
of shares of Common Stock equal to the number of Shares subscribed for under
this Agreement as provided in the Purchase Option attached as Exhibit A hereto
("Purchase Option").
Each of the parties hereto hereby represents and warrants to, and agrees
with, the other as follows:
1) AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE.
a) SUBSCRIBER hereby subscribes for, and ISSUER agrees to sell, (i) that
number of Shares (rounded up to the nearest whole number of shares)
equal to two million five hundred thousand dollars ($2,500,000)
divided by the quotient obtained by dividing (y) the sum of the last
sale prices of the common stock of the ISSUER for the ten 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
(ii) the Purchase Option, for an aggregate purchase price of
$2,500,000 ("Purchase Price").
b) FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER
shall pay the Purchase Price for the Shares and Purchase Option
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. ISSUER shall deliver one or more certificates
representing the Shares and the definitive Purchase Option to the
Subscriber promptly after the Closing Date.
2) SUBSCRIBER REPRESENTATIONS.
a) TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to
ISSUER as follows:
(i) SUBSCRIBER is purchasing the Shares and Purchase Option
(including the underlying Common Stock) for its own account for
investment purposes and not with a view toward distribution.
(ii) SUBSCRIBER understands that the Shares and Purchase Option (and
the underlying Common Stock) 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
and Purchase Option (and underlying Common Stock) 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;
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(iii)SUBSCRIBER understands that the purchase of the Shares and
Purchase Option (and underlying Common Stock) 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 and Purchase Option (and
underlying Common Stock) 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 to acquire 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,
1999, as amended by Form 10-K/A, and Form 10-Q for each of the
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000,
all as filed with the Securities and Exchange Commission (the "SEC").
SUBSCRIBER further acknowledges that SUBSCRIBER has read and
understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's
Form 10-K for the year ended December 31, 1999.
c) INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in
making its decision to purchase the Shares and Purchase Option
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 (with materiality being determined by
the ISSUER), all material contracts and documents relating to the
ISSUER and this offering (with materiality being determined by the
ISSUER) and an opportunity to ask questions of, and to receive answers
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
and Purchase Option, or has passed or made, or will pass on or make,
any recommendation or endorsement of the Shares and Purchase Option.
3) ISSUER REPRESENTATIONS.
a) AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power
and authority to enter into this Subscription Agreement and the
Purchase Option and to consummate the transactions
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contemplated hereby and thereby. All corporate action necessary to be
taken by ISSUER to authorize the execution, delivery and performance
of this Subscription Agreement and the Purchase Option, and all other
agreements and instruments delivered by ISSUER in connection with the
transactions contemplated hereby and thereby has been duly and validly
taken and this Subscription Agreement and the Purchase Option have
been duly executed and delivered by ISSUER. Subject to the terms and
conditions of this Subscription Agreement and the Purchase Option, the
Subscription Agreement constitutes, and when executed, the Purchase
Option will constitute, the valid, binding and enforceable obligation
of ISSUER, 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 and Section 5 of the
Purchase Option. The sale by the ISSUER of the Shares and the issuance
of the Purchase Option 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 15,000,000 shares of preferred
stock, of which, as of September 30, 2000, there were 13,201,430
shares of Common Stock and 114,019 shares of preferred stock issued
and outstanding.
c) PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER
pursuant to this Subscription Agreement and upon exercise of the
Purchase Option in accordance with its terms will be duly authorized,
validly issued, fully paid and non-assessable.
d) RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable
efforts:
(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
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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). Since the date of the Financial
Statements for the fiscal quarter ended September 30, 2000, there has
been no material adverse change in the financial condition of the
ISSUER. Since the date of the filing of the Form 10-Q on September 30,
2000, 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. To the best of ISSUER's knowledge,
the written materials of the ISSUER previously delivered to SUBSCRIBER
in connection with this Subscription Agreement, at the time they were
given to SUBSCRIBER, were true and accurate in all material respects.
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 and Purchase
Option ("Closing Date") shall be on such date as may be mutually agreed to,
but not later than March 15, 2001.
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 and the shares underlying
the Purchase Option for re-offer and re-sale. The ISSUER agrees to
have the Registration Statement declared effective by the last day of
the sixth calendar month after the
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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 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 and shares of Common Stock underlying the
Purchase Option 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. The SUBSCRIBER agrees that it will not sell any of the
Shares or shares of Common Stock underlying the Purchase Option
pursuant to the Registration Statement prior to the Anniversary,
without the written consent of the ISSUER, which consent may be
withheld for any reason without explanation.
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.
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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 Securities Exchange Act of 1934, as amended ("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 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 or shares of Common Stock underlying the
Purchase Option 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
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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 any claim or action effected without the consent of such
indemnifying party, which consent shall not be unreasonably withheld.
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. The payment obligations of SUBSCRIBER hereunder shall be
limited to the net sale proceeds of any of the shares of Common Stock
sold by the SUBSCRIBER pursuant to the registration statement.
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 30% of the Shares and the common stock underlying the Purchase
Option sold to SUBSCRIBER under this Subscription Agreement, if ISSUER
elects to sell, for cash, New Securities (as hereinafter defined) at any
time prior to the six year anniversary of the 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 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
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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. 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, (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), or (v) 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.
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 the foregoing sentence does not prohibit ISSUER from
issuing a press release in the form attached as Exhibit B hereto and from
providing substantially similar disclosure about this transaction in its
Exchange Act Reports and other documents filed with the Securities and
Exchange Commission.
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 and the Purchase Option
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
(facsimile or other form of electronic transmission to be followed by a
copy sent by first class U.S. Mail) to the party at the address or
addresses or telecopier number on the signature page
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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 and is
dated as of the date first written below.
Dated this ________ day of the month of March, 2001.
TEXAS INSTRUMENTS INCORPORATED PARKERVISION, INC.
By:_____________________________ By:_____________________________
Name: William A. Aylesworth Name: Jeffrey L. Parker
Title: Senior Vice President Title: Chief Executive Officer
Treasurer & Chief Financial Officer
Notice Addresses: Jeffrey L. Parker, CEO
Mr. Charles D. Tobin, Manager, ParkerVision, Inc.
Corporate Development 8493 Baymeadows Way
Texas Instruments Incorporated Jacksonville, Florida 32256
7839 Churchill Way, MS 3995 Facsimile: (904) 731-7125
Dallas, Texas 75251
Facsimile: (972) 917-3804
with a copy to
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, NY 10016
Facsimile (212) 818-8881
With a copy to
Joseph F. Hubach
General Counsel
Texas Instruments Incorporated
12500 TI Boulevard, MS 8658
Dallas, Texas 75243
Facsimile: (214) 480-5061
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