fp0000545_ex4-1.htm


    
      	
              NUMBER

               

            	 
      	
              (SEE
      REVERSE SIDE FOR LEGEND)

              THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY
      TIME, MARCH 3, 2014

               

            	 
      	
              WARRANTS

            


    

    PARKERVISION,
INC.

    CUSIP 701354 110

    WARRANT

    


    THIS
CERTIFIES THAT, for value received  

    


    is the
registered holder of a Warrant or Warrants (the “Warrant”) expiring March 3,
2014, subject to extension in certain events (“Expiration Date”), to purchase
one fully paid and non-assessable share of Common Stock, par value $.01 per
share (“Shares”), of ParkerVision, Inc., a Florida corporation (the “Company”),
for each Warrant evidenced by this Warrant Certificate.  The Warrant
entitles the holder thereof to purchase from the Company such number of Shares
of the Company at the price of $1.875 per share, upon surrender of this Warrant
Certificate and payment of the Warrant Price to the Warrant Agent, American
Stock Transfer & Trust Company, at its corporate trust department, but only
subject to the conditions set forth herein and in the Warrant Agreement between
the Company and American Stock Transfer & Trust Company (as may be amended
from time to time, the “Warrant Agreement”).  In no event will the
Company be required to net cash settle the warrant exercise.  The
Warrant Agreement provides that upon the occurrence of certain events the
Warrant Price and the number of Warrant Shares purchasable hereunder, set forth
on the face hereof, may, subject to certain conditions, be
adjusted.  The term Warrant Price as used in this Warrant Certificate
refers to the price per Share at which Shares may be purchased at the time the
Warrant is exercised.

    No
fraction of a Share will be issued upon any exercise of a Warrant.  If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up or
down to the nearest whole number the number of Shares to be issued to such
holder.

    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.

    Upon
surrender of the Warrant Certificate for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer, the Warrant Agent shall register the transfer.  A new
Warrant Certificate or Warrant Certificates evidencing in the aggregate a like
number of Warrants shall be issued and the old Warrant Certificate shall be
canceled.

    Warrant
Certificates, when surrendered to the Warrant Agent, may be transferred or
exchanged in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates evidencing in the aggregate a like number of
Warrants.

    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.

    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

    


    By

     

    


     

    
      
        	
                 __________________________________________

                Secretary   

              	
                 ____________________________________________

                Chairman of the
Board

              


      

    

     

                                                                                                              

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    SUBSCRIPTION
FORM

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants,
and requests that Certificates for such shares shall be issued in the name
of

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                                        
	 	 
      
	 	 
      
	 	  (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)
	 	 
	 and
      be delivered to	 
	 	      
                                          (PLEASE
      PRINT OR TYPE NAME AND
ADDRESS)

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      


    

    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:

    


    Dated:
_____________________                               ___________________________________________

    (SIGNATURE)

    ___________________________________________

    (ADDRESS)

    ___________________________________________

     

    ___________________________________________

    (TAX IDENTIFICATION
NUMBER)

    


    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, _______________________ hereby sells, assigns, and transfers
unto

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

                                          
	 	 
      
	 	 
      
	 	  (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)
	 	 
	 and
      be delivered to	 
	 	      
                                            (PLEASE
      PRINT OR TYPE NAME AND
ADDRESS)

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

      

    

    ______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

    


    Dated:
_________________________                       _________________________________

    (SIGNATURE)

    


    The
signature to the assignment of the Subscription Form must correspond to the name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.