fp0000548_ex4-2.htm


    
      Exhibit 4.2

       

      WARRANT
AGREEMENT

       

      


       

      WARRANT
AGREEMENT made as of _______ __, 2009 (“Issuance Date”), between ParkerVision,
Inc., a Florida corporation, with offices at 7915 Baymeadows Way, Suite 400,
Jacksonville, Florida 32256 (“Company”), and American Stock Transfer & Trust
Company, LLC, a New York limited liability company, with offices at 59 Maiden
Lane, New York, New York 10038 (“Warrant Agent”).

       

      WHEREAS,
the Company has sold units (“Units”), each consisting of one share of common
stock, par value $0.01 per share (“Common Stock”), of the Company and _____
warrants, each warrant evidencing the right of the holder thereof to purchase
one share of Common Stock for $____, subject to adjustment as described herein
(the “Warrants”), pursuant to that certain Underwriting Agreement (the
“Underwriting Agreement”), dated as of February __, 2009 (the “Subscription
Date”), by and among the Company and Roth Capital Partners, LLC (the
“Underwriter”); and

       

      WHEREAS,
the Company filed with the Securities and Exchange Commission (the
“Commission”), a Registration Statement on Form S-3, Registration No. 333-156571
(“Registration Statement”), for the registration, under the Securities Act of
1933, as amended (“Act”) of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants (“Warrant Shares”), and such
Registration Statement was declared effective on January 20, 2009;
and

       

      WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants; and

       

      WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and

       

      WHEREAS,
all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Warrant Agreement.

       

      NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

       

      1.           Appointment of Warrant
Agent.  The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Warrant Agreement.

       

      2.           Warrants.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.1           Form of
Warrant.  Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein, and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board or Chief Executive Officer and
Treasurer, Secretary or Assistant Secretary of the Company and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.

       

      2.2.           Effect of
Countersignature.  Unless and until countersigned by the
Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and
of no effect and may not be exercised by the holder thereof.

       

      2.3.           Registration.

       

      2.3.1.        Warrant
Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration of
transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.  The
Warrants may be represented by definitive Warrant Certificates in physical form
or by one or more book-entry warrant certificates (“Book-Entry Warrant
Certificates”) deposited with the Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., a nominee of the
Depository.  Definitive Warrant Certificates shall be in substantially
the form annexed hereto as Exhibit
A.  Ownership of beneficial interests in the Book-Entry Warrant
Certificates shall be shown on, and the transfer of such ownership shall be
effected through, records maintained (i) by the Depository or its nominee for
each Book-Entry Warrant Certificate; (ii) by institutions that have accounts
with the Depository (such institution, with respect to a Warrant in its account,
a “Participant”); or (iii) directly on the book-entry records of the Warrant
Agent with respect only to owners of beneficial interests that request such
direct registration.

       

      If the
Depository subsequently ceases to make its book-entry settlement system
available for the Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement within ten (10) days after
the Depository ceases to make its book-entry settlement available.  In
the event that the Company does not make alternative arrangements for book-entry
settlement within ten (10) days or the Warrants are not eligible for, or it is
no longer necessary to have the Warrants available in, book-entry form, the
Warrant Agent shall provide written instructions to the Depository to deliver to
the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the
Company shall instruct the Warrant Agent to deliver to the Depository definitive
Warrant Certificates in physical form evidencing such Warrants.

       

      2.3.2.        Beneficial Owner; Registered
Holder.  The term “beneficial owner” shall mean any person in
whose name ownership of a beneficial interest in the Warrants evidenced by (a) a
Book-Entry Warrant Certificate is recorded in the records maintained by the
Depository or its nominee or (b) a definitive Warrant Certificate is recorded in
the book-entry records of the Warrant Agent.  Prior to due presentment
for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant shall be registered
upon the Warrant Register (“registered holder”), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

       

      
        
           

        

        
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      2.4.           Detachability of
Warrants.  The securities comprising the Units will be issued
separately and will be separately transferable immediately upon
issuance.

       

      2.5           Uncertificated
Warrants.  Notwithstanding the foregoing and anything else
herein to the contrary, the Warrants may be issued in uncertificated
form.

       

      3.           Terms and Exercise of
Warrants.

       

      3.1.           Exercise
Price.  Each Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $____ per whole share,
subject to the adjustments provided in Section 4 hereof.  The term
“Exercise Price” as used in this Warrant Agreement refers to the price per share
at which Common Stock may be purchased at the time a Warrant is
exercised.

       

      3.2.           Duration of
Warrants.  A Warrant may be exercised only during the period
(“Exercise Period”) commencing on __________, 2009 and terminating at 5:00 P.M.,
New York City time on _________, 20__ (“Expiration Date”).  Each
Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Warrant
Agreement shall cease at the close of business on the Expiration
Date.

       

      3.3.           Exercise of
Warrants.

       

      3.3.1.        Exercise and
Payment.  A registered holder may exercise a Warrant by
delivering, not later than 5:00 P.M., New York time, on any Business Day during
the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate
trust department (i) the Warrant Certificate evidencing the Warrants to be
exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to
be exercised (the “Book-Entry Warrants”) free on the records of the Depository
to an account of the Warrant Agent at the Depository designated for such purpose
in writing by the Warrant Agent to the Depository from time to time, (ii) an
election to purchase the Shares underlying the Warrants to be exercised
(“Election to Purchase”), properly completed and executed by the Registered
Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry
Warrant Certificate, properly delivered by the Participant in accordance with
the Depository’s procedures, and (iii), except as provided in 3.3.8, the Warrant
Price for each Warrant to be exercised in lawful money of the United States of
America by certified or official bank check or by bank wire transfer in
immediately available funds.

       

      
        
           

        

        
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      If any of
(A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to
Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent
after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants
will be deemed to be received and exercised on the Business Day next succeeding
the Exercise Date.  If the date specified as the Exercise Date is not
a Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day that is a Business Day. If the Warrants are received or
deemed to be received after the Expiration Date, the exercise thereof will be
null and void and any funds delivered to the Warrant Agent will be returned to
the Holder or Participant, as the case may be, as soon as
practicable.  In no event will interest accrue on funds deposited with
the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
The validity of any exercise of Warrants will be determined by the Company in
its sole discretion and such determination will be final and binding upon the
Holder and the Warrant Agent.  Neither the Company nor the Warrant
Agent shall have any obligation to inform a Holder of the invalidity of any
exercise of Warrants.

       

      The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in the account of the Company maintained with the Warrant Agent for such
purpose and shall advise the Company at the end of each day on which funds for
the exercise of the Warrants are received of the amount so deposited to its
account.  The Warrant Agent shall promptly confirm such telephonic
advice to the Company in writing.

       

      3.3.2.        Issuance of
Certificates.  The Warrant Agent shall, within a reasonable
time, advise the Company and the transfer agent and registrar in respect of (a)
the Shares issuable upon such exercise as to the number of Warrants exercised in
accordance with the terms and conditions of this Agreement, (b) the instructions
of each registered holder or Participant, as the case may be, with respect to
delivery of the Warrant Shares issuable upon such exercise, and the delivery of
definitive Warrant Certificates, as appropriate, evidencing the balance, if any,
of the Warrants remaining after such exercise, (c) in case of a Book-Entry
Warrant Certificate, the notation that shall be made to the records maintained
by the Depository, its nominee for each Book-Entry Warrant Certificate, or a
Participant, as appropriate, evidencing the balance, if any, of the Warrants
remaining after such exercise and (d) such other information as the Company or
such transfer agent and registrar shall reasonably require.

       

      The
Company shall, by 5:00 P.M., New York time, on the third Business Day next
succeeding the Exercise Date of any Warrant and the clearance of the funds in
payment of the Warrant Price, execute, issue and deliver to the Warrant Agent,
the Warrant Shares to which such registered holder or Participant, as the case
may be, is entitled, in fully registered form, registered in such name or names
as may be directed by such registered Holder or the participant, as the case may
be.  Upon receipt of such Warrant Shares, the Warrant Agent shall, by
5:00 P.M., New York time, on the fifth Business Day next succeeding such
Exercise Date, transmit such Warrant Shares to or upon the order of the
registered holder or Participant, as the case may be.

       

      In lieu
of delivering physical certificates representing the Warrant Shares issuable
upon exercise, provided the Company’s transfer agent is participating in the
Depository’s Fast Automated Securities Transfer program, the Company shall use
its reasonable best efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the registered holder or
the Participant by crediting the account of the registered holder’s prime broker
with the Depository or of the Participant through its Deposit Withdrawal Agent
Commission system.  The time periods for delivery described in the
immediately preceding paragraph shall apply to the electronic transmittals
described herein.

       

      
        
           

        

        
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      3.3.3.        Valid
Issuance.  All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and nonassessable.

       

      3.3.4.        Dividends.  The
accrual of dividends, if any, on the Warrant Shares issued upon the valid
exercise of any Warrant will be governed by the terms generally applicable to
the Common Stock. From and after the issuance of such Warrant Shares, the former
holder of the Warrants exercised will be entitled to the benefits generally
available to other holders of Common Stock and such former holder’s right to
receive payments of dividends and any other amounts payable in respect of the
Warrant Shares shall be governed by, and shall be subject to, the terms and
provisions generally applicable to the Common Stock.

       

      3.3.5         No Fractional
Exercise.  Warrants may be exercised only in whole numbers of
Warrant Shares.  No fractional Warrant Shares are to be issued upon
the exercise of the Warrant, but rather the number of Warrant Shares to be
issued shall be rounded up or down, as applicable, to the nearest whole number.
If fewer than all of the Warrants evidenced by a Warrant Certificate are
exercised, a new Warrant Certificate for the number of unexercised Warrants
remaining shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 2 of this Agreement, and delivered to the holder of
this Warrant Certificate at the address specified on the books of the Warrant
Agent or as otherwise specified by such registered holder. If fewer than all the
Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depository, its nominee for each
Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the
balance of the Warrants remaining after such exercise.

       

      3.3.6         No Transfer
Taxes.  The Company shall not be required to pay any stamp or
other tax or governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Shares upon the exercise of
Warrants; and in the event that any such transfer is involved, the Company shall
not be required to issue or deliver any Warrant Shares until such tax or other
charge shall have been paid or it has been established to the Company’s
satisfaction that no such tax or other charge is due.

       

      3.3.7         Date of
Issuance.  Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are
open.

       

      
        
           

        

        
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      3.3.8         Optional Cashless
Exercise.  Notwithstanding anything contained herein to the
contrary, if a registration statement covering the Warrant Shares that are the
subject of the Election to Purchase (the “Unavailable Warrant Shares”), or an
exemption from registration, is not available for the resale of such Unavailable
Warrant Shares, the registered holder may, in its sole discretion, exercise a
Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula
(a “Cashless Exercise”):

       

      Net
Number = (A x B) - (A
x C)

      B

       

      For
purposes of the foregoing formula:

       

      A= the
total number of shares with respect to which the Warrant is then being exercised
(which shall include both the number of Warrant Shares issued to the registered
holder and the number of Warrant Shares subject to the portion of the Warrant
being cancelled in payment of the Purchase Price).

       

      B= the
arithmetic average of the Closing Sale Prices of the shares of Common Stock for
the five (5) consecutive Trading Days ending on the date immediately preceding
the date of the Election to Purchase (the “Fair Market Value”).

       

      C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of
such exercise.

       

      3.3.9         Company-Elected
Conversion.

       

      (i)           The
Company shall provide to the registered holder prompt written notice of any time
that the Company is unable to issue the Warrant Shares via DTC transfer (or
otherwise without restrictive legend), because (A) the Commission has issued a
stop order with respect to the Registration Statement, (B) the Commission
otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (C) the Company has suspended or
withdrawn the effectiveness of the Registration Statement, either temporarily or
permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent
that a Restrictive Legend Event occurs after the registered holder has exercised
a Warrant in accordance with Section 3.3 but prior to the delivery of the
Warrant Shares, the Company shall (i) if the Fair Market Value (as calculated
above) of the Warrant Shares is greater than the Exercise Price, provide written
notice to the registered holder that the Company will deliver that number of
Warrant Shares to the registered holder as should be delivered in a Cashless
Exercise in accordance with Section 3.3.8, and return to the registered holder
all consideration paid to the Company in connection with the registered holder’s
attempted exercise of a Warrant pursuant to Section 3.3.8 (a “Company-Elected
Conversion”), or (ii) at the election of the registered holder to be given
within five (5) days of receipt of notice of a Company-Elected Conversion, the
registered holder shall be entitled to rescind the previously submitted Election
to Purchase and the Company shall return all consideration paid by registered
holder for such shares upon such rescission.

       

      
        
           

        

        
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      (ii)           If
a Restrictive Legend Event has occurred and no exemption from the registration
requirements is available (including, without limitation, under Section 3(a)(9)
of the Act by virtue of a Cashless Exercise), the Warrant shall not be
exercisable. Notwithstanding anything herein to the contrary, the Company shall
not be required to make any cash payments or net cash settlement to the
registered holder in lieu of issuance of the Warrant Shares. The Company shall
give prompt written notice to the registered holder of any cessation of a
Restrictive Legend Event (the “Re-Effectiveness Notice”). Notwithstanding
anything to the contrary contained herein, the Expiration Date of the Warrant
shall be extended for a period of five (5) days following receipt by the
registered holder of the Re-Effectiveness Notice.

       

      3.3.10       Rule
144.  For purposes of Rule 144 promulgated under the Securities
Act, as in effect on the date hereof, it is intended that the Warrant Shares
issued in a Cashless Exercise shall be deemed to have been acquired by the
registered holder, and the holding period for the Warrant Shares shall be deemed
to have commenced, on the date the Warrant was originally issued pursuant to the
Underwriting Agreement.

       

      3.3.11       Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the registered holder the number of Warrant Shares that are not
disputed.

       

      3.3.12       Limitations on
Exercise. Notwithstanding anything to the contrary contained herein,
the number of Warrant Shares that may be acquired by the registered holder upon
any exercise of Warrants (or otherwise in respect hereof) shall be limited to
the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned by
such holder and its Affiliates and any other Persons whose beneficial ownership
of Common Stock would be aggregated with the holder's for purposes of Section
13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. This provision shall
not restrict the number of shares of Common Stock which a registered holder may
receive or beneficially own in order to determine the amount of securities or
other consideration that such holder may receive in the event of a transaction
contemplated by Section 4 of this Warrant Agreement.  This restriction
may not be waived.

       

      4.           Adjustments.

       

      4.1           Adjustment upon Subdivision
or Combination of Common Stock. If the Company at any time on or after
the Subscription Date subdivides (by any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time on or after the
Subscription Date combines (by any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 4.1 shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

       

       

      
        
           

        

        
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      4.2           Other Events. If any
event occurs of the type contemplated by the provisions of Section 4.1 but not
expressly provided for by such provisions (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with
equity features to all holders of Common Stock for no consideration), then the
Company's Board of Directors will in good faith make an adjustment in the
Exercise Price and the number of Warrant Shares so as to protect the rights of
the registered holder.

       

      4.3.           Notices of Changes in
Warrant.  Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.  Upon the occurrence of
any event specified in Sections 4.1 or 4.2, then, in any such event, the Company
shall give written notice to each registered holder, at the last address set
forth for such holder in the warrant register, of the record date or the
effective date of the event.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such
event.

       

      4.4.           No Fractional
Shares.  Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants.  If, by reason of any adjustment made
pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up or down, as applicable, to the
nearest whole number the number of the shares of Common Stock to be issued to
the registered holder.

       

      4.5.           Form of
Warrant.  The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Warrant
Agreement.  However, the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.

       

      5.           Transfer and Exchange of
Warrants.

       

      5.1.           Registration of
Transfer.  The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent.  The Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon
request.

       

      
        
           

        

        
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      5.2.           Procedure for Surrender of
Warrants.  Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as
otherwise provided herein or in any Book-Entry Warrant Certificate, each
Book-Entry Warrant Certificate may be transferred only in whole and only to the
Depository, to another nominee of the Depository, to a successor depository, or
to a nominee of a successor depository; provided further, however, that in the
event that a Warrant surrendered for transfer bears a restrictive legend, the
Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange
therefor until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.  Upon any such
registration of transfer, the Company shall execute, and the Warrant Agent shall
countersign and deliver, in the name of the designated transferee a new Warrant
Certificate or Warrant Certificates of any authorized denomination evidencing in
the aggregate a like number of unexercised Warrants.

       

      5.3.           Fractional
Warrants.  The Warrant Agent shall not be required to effect
any registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

       

      5.4.           Service
Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.

       

      5.5.           Warrant Execution and
Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Warrant
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

       

      6.           [reserved]

       

      7.           Other Provisions Relating to
Rights of Holders of Warrants.

       

      7.1.           No Rights as
Stockholder.  Except as otherwise specifically provided herein,
a registered holder, solely in its capacity as a holder of a Warrant, shall not
be entitled to vote or receive dividends or be deemed the holder of share
capital of the Company for any purpose, nor shall anything contained in this
Warrant Agreement be construed to confer upon a registered holder, solely in its
capacity as the registered holder of a Warrant, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the registered holder of the Warrant Shares which it is then
entitled to receive upon the due exercise of a Warrant. In addition, nothing
contained in this Warrant Agreement shall be construed as imposing any
liabilities on a registered holder to purchase any securities (upon exercise of
a Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company. A
Warrant does not entitle the registered holder thereof to any of the rights of a
stockholder.

       

      
        
           

        

        
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      7.2.           Lost, Stolen, Mutilated, or
Destroyed Warrants.  If any Warrant is lost, stolen, mutilated,
or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.

       

      7.3.           Reservation of Common
Stock.  The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Warrant Agreement.

       

      7.4.           Registration of Common
Stock.  The Company agrees that prior to the commencement of
the Exercise Period, it shall use its best efforts to file with the Securities
and Exchange Commission a post-effective amendment to the Registration
Statement, or a new registration statement, for the registration, under the Act,
of the Common Stock issuable upon exercise of the Warrants, and it shall take
such reasonable action as is necessary to qualify for sale, in those states in
which the Warrants were initially offered by the Company, the Common Stock
issuable upon exercise of the Warrants, provided, however, that no such
qualification shall be required in any jurisdiction where, as a result thereof,
the Company would be subject to service of general process or to taxation as a
foreign corporation doing business in such jurisdiction. In either case, the
Company will use its best efforts to cause the same to become effective on or
prior to the commencement of the Exercise Period and to use its best efforts to
maintain the effectiveness of such registration statement until the expiration
of the Warrants in accordance with the provisions of this Warrant Agreement;
provided, however, the Company shall not be obligated to deliver Common Stock
and shall not have penalties for failure to deliver Common Stock if a
registration statement is not effective at the time of exercise by the
holder.

       

      The
provisions of this Section 7.4 may not be modified, amended or deleted without
the prior written consent of the Underwriter.

       

      7.5           Fundamental
Transactions.  It shall be a condition to the Company’s entry
into a Fundamental Transaction that (i) if the Successor Entity is a publicly
traded corporation whose common stock is quoted on or listed for trading on an
Eligible Market, the Successor Entity assumes in writing (or remains bound by)
all of the obligations of the Company under the Warrants and this Warrant
Agreement, including agreements (if necessary) to deliver to each registered
holder of Warrants in exchange for such Warrants a written instrument issued by
the Successor Entity substantially similar in form and substance to the
Warrants, including, without limitation, an exercise price equal to the value
for the shares of Common Stock reflected by the terms of such Fundamental
Transaction, and exercisable for a corresponding number of shares of capital
stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of the Warrants (without regard to any limitations on the exercise of
the Warrants) prior to such Fundamental Transaction and (ii) if the Successor
Entity is not a publicly traded corporation whose common stock is quoted on or
listed for trading on an Eligible Market, the Successor Entity assumes in
writing (or remains bound by) all of the obligations of the Company under the
Warrants and this Warrant Agreement pursuant to written agreements, including
(if necessary) agreements to deliver to each holder of Warrants in exchange for
such Warrants a written instrument issued by the Successor Entity substantially
similar in form and substance to the Warrants exercisable for the consideration
that would have been issuable in the Fundamental Transaction in respect of the
Warrant Shares had the Warrants been exercised immediately prior to the
consummation of the Fundamental Transaction.  The provisions of this
Section shall apply similarly and equally to successive Fundamental Transactions
and shall be applied without regard to any limitations on the exercise of the
Warrants.

       

      
        
           

        

        
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      The
provisions of this Section 7.5 may not be modified, amended or deleted without
the prior written consent of the Underwriter.

       

      7.6           Delivery of Prospectus or
Notice.  Upon the exercise of any Warrant, if the Company
requests, the Warrant Agent shall deliver to the Holder of such Warrant, prior
to or concurrently with the delivery of the Warrant Shares issued upon such
exercise, in accordance with the Company’s request, either (a) a prospectus
relating to the Warrant Shares deliverable upon exercise of Warrants and
complying in all material respects with the Securities Act, or (ii) the notice
referred to in Rule 173 under the Securities Act.

       

      7.7           Noncircumvention. The
Company hereby covenants and agrees that the Company will not, by amendment of
its Articles of Incorporation, Bylaws or through any reorganization, transfer of
assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the Warrants or this Warrant
Agreement, and will at all times in good faith carry out all the provisions of
the Warrants and this Warrant Agreement. Without limiting the generality of the
foregoing, the Company (i) shall not increase the par value of any shares of
Common Stock receivable upon the exercise of the Warrants above the Exercise
Price then in effect, (ii) shall take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of the Warrants, and
(iii) shall, so long as the Warrants are outstanding, take all action necessary
to reserve and keep available out of its authorized and unissued shares of
Common Stock, solely for the purpose of effecting the exercise of the Warrants,
100% of the number of shares of Common Stock issuable upon exercise of the
Warrants then outstanding (without regard to any limitations on
exercise).

       

      
        
           

        

        
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      8.           Concerning the Warrant Agent
and Other Matters.

       

      8.1.           Payment of
Taxes.  The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

       

      8.2.           Resignation, Consolidation,
or Merger of Warrant Agent.

       

      8.2.1.        Appointment of Successor
Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company.  If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent.  If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost.  Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New
York, in good standing and having its principal office in the Borough of
Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

       

      8.2.2.        Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.

       

      8.2.3.        Merger or Consolidation of
Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Warrant Agreement without any
further act.

       

      8.3.           Fees and Expenses of Warrant
Agent.

       

      
        
           

        

        
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      8.3.1.        Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

       

      8.3.2.        Further
Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Warrant Agreement.

       

      8.4.           Liability of Warrant
Agent.

       

      8.4.1.        Reliance on Company
Statement.  Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking
or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant
Agent.  The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Warrant
Agreement.

       

      8.4.2.        Indemnity.  The
Warrant Agent shall be liable hereunder only for its own gross negligence,
willful misconduct or bad faith.  The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Warrant Agreement except as a result
of the Warrant Agent’s gross negligence, willful misconduct, or bad
faith.

       

      8.4.3.        Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this
Warrant Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant
Agreement or in any Warrant; nor shall it be responsible to make calculations
under 3.3.8 or any adjustments required under the provisions of Section 4 hereof
or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Warrant Agreement or any Warrant or as to whether any
shares of Common Stock will when issued be valid and fully paid and
nonassessable.

       

      8.5.           Acceptance of
Agency.  The Warrant Agent hereby accepts the agency
established by this Warrant Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account
promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent
for the purchase of shares of Common Stock through the exercise of
Warrants.

       

      
        
           

        

        
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      9.           Miscellaneous
Provisions.

       

      9.1.           Successors.  All
the covenants and provisions of this Warrant Agreement by or for the benefit of
the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

       

      9.2.           Notices.  Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as
follows:

       

      ParkerVision,
Inc.

      7915
Baymeadows Way, Suite 400

      Jacksonville,
Florida 32256

      Attn:   Jeffrey
L. Parker, Chief Executive Officer

       

      Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as
follows:

       

      American
Stock Transfer & Trust Company

      59 Maiden
Lane

      New York,
New York 10038

      Attn:  Compliance
Department

       

      with a
copy in each case to:

       

      Graubard
Miller

      The
Chrysler Building

      405
Lexington Avenue

      New York,
New York 10174

      Attn:  David
Alan Miller, Esq.

       

      and:

       

      Roth
Capital Partners, LLC

      24
Corporate Plaza

      Newport
Beach, California 92660

      Attn: Managing
Director

       

      and:

       

      Lowenstein
Sandler PC

      65
Livingston Avenue

      Roseland,
NJ 07068

      Attn:  John
D. Hogoboom, Esq.

       

      
        
           

        

        
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      9.3.           Applicable
law.  The validity, interpretation, and performance of this
Warrant Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction.  The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Warrant Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenience
forum.  Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof.  Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or
claim.

       

      9.4.           Persons Having Rights under
this Warrant Agreement.  Nothing in this Warrant Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants and, for purposes of Sections 3.3, 6, 7.4, 7.5, 9.3 and 9.8, the
Underwriter, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof.  The Underwriter shall be deemed to be an express third-party
beneficiary of this Warrant Agreement with respect to Sections 3.3, 6, 7.4, 7.5,
9.3 and 9.8 hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and the Underwriters with respect to
the Sections 3.3, 6, 7.4, 7.5, 9.3 and 9.8 hereof) and their successors and
assigns and of the registered holders of the Warrants.

       

      9.5.           Examination of the Warrant
Agreement.  A copy of this Warrant Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the registered holder
of any Warrant.  The Warrant Agent may require any such holder to
submit his Warrant for inspection by it.

       

      9.6.           Counterparts.  This
Warrant Agreement may be executed in any number of original or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

       

      9.7.           Effect of
Headings.  The Section headings herein are for convenience only
and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

       

      9.8           Amendments.  This
Warrant Agreement may be amended by the parties hereto without the consent of
any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Warrant Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered
holders.  All other modifications or amendments, including any
amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent of the Underwriter and the registered holders of a
majority of the then outstanding Warrants.

       

      
        
           

        

        
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      9.9           Severability. This
Warrant Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Warrant Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

       

      14.           Certain Definitions.
For purposes of this Warrant, the following terms shall have the following
meanings:

       

      14.1           “Affiliate”
means, with respect to any Person, any other Person which directly or indirectly
through one or more intermediaries Controls, is controlled by, or is under
common control with, such Person.

       

      14.2           “Business
Day” means any day other than Saturday, Sunday or other day on which commercial
banks in The City of New York are authorized or required by law or executive
order to remain closed.

       

      14.3           “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such
security on the Principal Market, as reported by Bloomberg, L.P., or, if the
Principal Market begins to operate on an extended hours basis and does not
designate the closing bid price or the closing trade price, as the case may be,
then the last bid price or the last trade price, respectively, of such security
prior to 4:00:00 p.m., New York time, as reported by Bloomberg, L.P., or, if the
Principal Market is not the principal securities exchange or trading market for
such security, the last closing bid price or last trade price, respectively, of
such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg, L.P., or if the foregoing
do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg, L.P., or, if no closing bid price or
last trade price, respectively, is reported for such security by Bloomberg,
L.P., the average of the bid prices, or the ask prices, respectively, of any
market makers for such security as reported in the “pink sheets” by Pink Sheets
LLC. If the Closing Bid Price or the Closing Sale Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such
date shall be the fair market value as determined in good faith by the Board of
Directors of the Company. All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.

       

      14.4           “Common
Stock” means (i) the Company's shares of Common Stock, par value $0.01 per
share, and (ii) any share capital into which such Common Stock shall have been
changed or any share capital resulting from a reclassification of such Common
Stock.

       

      
        
           

        

        
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      14.5           “Control”
(including the terms “controlling”, “controlled by” or “under common control
with”) means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

       

      14.6           “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE
Alternext US, LLC, The NASDAQ Global Select Market or The NASDAQ Capital
Market.

       

      14.7           “Expiration
Date” means the date sixty (60) months after the Issuance Date or, if such date
falls on a day other than a Business Day or on which trading does not take place
on the Principal Market (a “Holiday”), the next date that is not a Holiday, as
the same may be extended pursuant to Section 3.3.7.

       

      14.8           “Fundamental
Transaction” means one or more related transactions in which, (i) the Company
consolidates or merges with or into another Person in which the Company is not
the surviving corporation, or (ii) the Company sells, assigns, transfers,
conveys or otherwise disposes of all or substantially all of the properties or
assets of the Company to another Person, or (iii) the Company reorganizes,
recapitalizes or reclassifies its Common Stock.

       

      14.9           “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the
applicable Person and whose common stock or equivalent equity security is quoted
or listed on an Eligible Market, or, if there is more than one such Person or
Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Fundamental
Transaction.

       

      14.10         “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.

       

      14.11         “Principal
Market” means The NASDAQ Global Market.

       

      14.12         “Successor
Entity” means the Person (or, if so elected by the registered holder, the Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or
the Person (or, if so elected by the registered holder, the Parent Entity) with
which such Fundamental Transaction shall have been entered into.

       

      14.13         “Trading
Day” means any day on which the Common Stock are traded on the Principal Market,
or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which
the Common Stock are then traded; provided that “Trading Day” shall not include
any day on which the Common Stock are scheduled to trade on such exchange or
market for less than 4.5 hours or any day that the Common Stock are suspended
from trading during the final hour of trading on such exchange or market (or if
such exchange or market does not designate in advance the closing time of
trading on such exchange or market, then during the hour ending at 4:00:00 p.m.,
New York time).

       

      
        
           

        

        
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      IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
hereto as of the day and year first above written.

       

      PARKERVISION,
INC.

      


      By:________________________________

      Name:

      Title:

      


      AMERICAN
STOCK TRANSFER & TRUST COMPANY

      


      By:________________________________

      Name:

      Title:

       

       

      
18