Proposed
      Financing

     

    of

     

    ParkerVision,
      Inc.

     

    


     

    By
      reading the information contained within this document, the recipient agrees
      with ParkerVision, Inc. to maintain in confidence such information, together
      with any other non-public information regarding ParkerVision, Inc. obtained
      from
      ParkerVision, Inc. and its agents during the course of the proposed financing.
      ParkerVision, Inc. has caused these materials to be delivered to you in reliance
      upon such agreement and upon Rule 100(b)(2)(ii) of Regulation FD as promulgated
      by the Securities and Exchange Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    SUMMARY
      OF TERMS AND CONDITIONS

     

    
      
        This
          Confidential Summary of Terms and Conditions is not intended to be contractually
          binding, other than the section entitled “Confidential Information,” and is
          subject in all respects (other than with respect to such section) to the
          execution of the Stock Purchase Agreement.

         

      

      
        	
                Issuer:

              	 	
                ParkerVision,
                  Inc., a Florida corporation (the “Company”). 

              
	 	 	 
	
                Securities
                  Offered:

              	 	
                1,000,000
                  shares (the “Shares”) of common stock, par value $.01 per share (the
                  “Common Stock”), subject to adjustment by the Company (the
                  “Offering”).  

              
	 	 	 	 	 	 	 
	
                Pre-
                  and Post-Offering Capitalization of the Company:

              	 	
                Type

              	 	
                Pre-Financing
                  

                Shares(1)

              	 	
                Post-Financing
                  

                Shares(2)

              
	 	 	
                Common
                  Stock

              	 	
                25,255,492

              	 	
                26,255,492

              
	 	 	
                Stock
                  Options and Warrants(3)

              	 	
                5,890,601

              	 	
                5,890,601

              
	 	 	
                Total

              	 	
                31,146,093

              	 	
                32,146,093

              
	 	 	 	 	 	 	 
	 	 	(1) As
                of March 3, 2008.
	 	 	
                (2)
                  Assumes
                  1,000,000 Shares sold by the Company in the
                  Offering.

              
	 	 	
                (3)
                  Includes outstanding options that were exercisable as of January
                  31, 2008
                  but excludes unvested options covering 

                818,025
                  shares.

              


      

      
 

    

    
      	
              Purchase
                Price: 

            	 	
              The
                purchase price of the Common Stock sold in the Offering will be
                $7.50

            
	 	 	 
	
              Use
                of Proceeds to Company:

            	 	
              For
                continued research and development, working capital and general corporate
                purposes.

            
	 	 	 
	
              Subscription
                Date and Closing Date: 

               

            	 	
              The
                Company and each investor participating in this Offering (individually
                an
                “Investor” and collectively, the “Investors”) shall execute a Stock
                Purchase Agreement in substantially the form set forth herein and
                each
                Investor shall execute an Investor Questionnaire in substantially
                the form
                set forth herein. The date as of which the Company has executed Stock
                Purchase Agreements with Investors is sometimes referred to herein
                as the
                “Subscription Date.” The closing of the Offering shall occur, and
                certificates representing the Shares shall be issued to the Investors
                and
                funds paid to the Company therefore, on March 5, 2008 (the “Closing
                Date”).

            
	 	 	 
	
              Investor
                Qualifications: 

               

            	 	
              Each
                Investor must be an “accredited investor” as defined in Regulation D of
                the Securities Act of 1933, as amended (the “Securities Act”), and must
                represent and warrant to the Company that it is acquiring the Shares
                for
                investment with no present intention of distributing any of the Shares.
                The Stock Purchase Agreement contains other appropriate representations
                and warranties of the Investor to the Company. As part of the Stock
                Purchase Agreement signature page, the Company has included certain
                questions for each Investor to complete regarding such Investor.
                In
                addition, the Investor Questionnaire set forth herein contains questions
                for each Investor regarding its status as an “accredited investor.” The
                Company will use the answers from each Investor as part of its own
                procedures to confirm the accuracy of the statements as to such Investor
                in the Registration Statement, including the information in the sections
                to be entitled “Selling Stockholders” and “Plan of Distribution.” The
                Investors might be deemed “underwriters” as that term is defined in the
                Securities Act. Underwriters have statutory responsibilities as to
                the
                accuracy of any Registration Statement used by
                them.

            


    

     

    
      
        
        

      

      
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          2 -

        
          

        

      

      
        
        

      

    

     

    
      	
              Registration
                of Common Stock:

               

            	 	
              The
                Company will use its reasonable commercial efforts, subject to receipt
                of
                necessary information from the Investors, to cause a Registration
                Statement on Form S-3 relating to the resale of the Common Stock
                by the
                Investors to be filed with the Securities and Exchange Commission
                (the
                “SEC”) within 30 days following the Closing Date and to cause such
                Registration Statement to become effective on or prior to the earlier
                of
                (i) the fifth trading day following the date the Company is notified
                by
                the SEC that the Registration Statement will not be reviewed or is
                no
                longer subject to review, and (ii) 120 days after the Closing Date.
                Subject to certain blackout periods, the Company is obligated to
                use
                reasonable commercial efforts, with respect to each Investor’s Shares
                purchased in the Offering, to maintain the Registration Statement’s
                effectiveness until the earlier of (i) one year after the closing
                of the
                Offering or (ii) such time as all Shares purchased by such Investor
                in the
                Offering have been sold pursuant to a registration
                statement.

            
	 	 	 
	
              Liquidated
                Damages:

               

            	 	
              In
                the event that the Registration Statement: (i) is not filed by the
                Company
                within 30 days after the Closing Date; (ii) is not declared effective
                by
                the earlier of (a) the fifth trading day following the date the Company
                is
                notified by the SEC that the Registration Statement will not be reviewed
                or is no longer subject to review, and (b) 120 days after the Closing
                Date
                (the “Effective Date”); or (c) once effective, ceases to be effective and
                available to Investors for any continuous period that exceeds 30
                days or
                for one or more periods that exceed in the aggregate 60 days in any
                12-month period (each, a “Registration Default”), the Company shall pay
                the Investors, for each 30-day period of a Registration Default,
                an amount
                in cash equal to 1% of the aggregate purchase price paid by Investors.
                The
                maximum penalty shall be 10% of the aggregate purchase price. The
                foregoing payments shall apply on a pro rata basis for any portion
                of a
                30-day period of a Registration Default. Notwithstanding the foregoing,
                the penalty shall be allocated to the Investor based on a ratio of
                the
                Shares owned by the Investor at the time of the Registration Default
                to
                the Shares purchased by the Investor under the Stock Purchase
                Agreement.

            
	 	 	 
	
              Limitations
                on Sales Pursuant to Registration Statement:

            	 	
              To
                resell Shares pursuant to the Registration Statement, the Investor
                will be
                required to:

            
	 	 	 
	 	 	
              (a) Deliver,
                prior to selling any Shares, a current prospectus of the Company
                to the
                transferee (or arrange for delivery to the transferee’s broker). Upon
                receipt of a written request therefor, the Company has agreed to
                provide
                an adequate number of current prospectuses to each Investor and to
                supply
                copies to any other parties requiring such prospectuses. In certain
                circumstances, the Company may suspend the effectiveness of the
                Registration Statement for certain periods of time during which the
                Investors will not be able to resell their Shares. In the event of
                such a
                suspension, the Company will notify each Investor in writing and,
                subject
                to certain conditions, will use reasonable commercial efforts to
                cause the
                use of the prospectus so suspended to be resumed as soon as reasonably
                practicable within 20 business days after such suspension begins,
                and will
                promptly deliver a revised prospectus, if applicable, for each Investor’s
                use.

               

              (b) Deliver
                the stock certificate along with the Certificate of Subsequent Sale
                in the
                form attached to the Stock Purchase Agreement to the Company and
                its
                transfer agent so that the Shares may be properly
                transferred.

            


    

     

    
      
        
        

      

      
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          3 -

        
          

        

      

      
        
        

      

    

     

    
      	
              Share
                Certificates:

               

            	 	
              Certificates
                evidencing the Shares which are delivered to each Investor on the
                Closing
                Date will bear a restrictive legend stating that such Shares have
                been
                sold pursuant to the Stock Purchase Agreement and that they may not
                be
                resold except as permitted under the Securities Act pursuant to a
                Registration Statement that has been declared effective or an exemption
                therefrom, and may be resold subject to certain limitations and procedures
                agreed to in the Stock Purchase Agreement.

            
	 	 	 
	
              Risk
                Factors:

               

            	 	
              The
                Shares offered hereby involve a high degree of risk. See the disclosure
                relating to the risks affecting the Company set forth in the documents
                filed by the Company with the SEC under the Securities Exchange Act
                of
                1934, as amended and the rules and regulations promulgated thereunder
                (the
                “Exchange Act”).

            
	 	 	 
	
              Nasdaq
                National Market (“Nasdaq”) Symbol:

            	 	
              PRKR

            
	 	 	 
	
              Confidential
                Information:

               

            	 	
              The
                recipient of this Confidential Summary of Terms and Conditions and
                the
                materials attached hereto agrees with the Company to maintain in
                confidence this disclosed information, together with any other non-public
                information regarding the Company obtained from the Company or its
                agents
                during the course of the proposed Offering. The Company has caused
                these
                materials to be delivered to you in reliance upon such agreement
                and upon
                Rule 100(b)(2)(ii) of Regulation FD as promulgated by the
                SEC.

            
	 	 	 
	
              Company’s
                Counsel: 

            	 	
              Graubard
                Miller, 405 Lexington Avenue, 19th
                Floor, New York, NY 10174

            
	 	 	 
	
              Transfer
                Agent:

            	 	
              American
                Stock Transfer & Trust Company

            


    

     

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

     

    INSTRUCTION
      SHEET FOR INVESTOR

    


    (to
      be
      read in conjunction with the entire Stock Purchase Agreement and Investor
      Questionnaire)

    


    A. Complete
      the following items in the Stock Purchase Agreement and in the Investor
      Questionnaire:

     

    1. Provide
      the information regarding the Investor requested on the signature pages. Please
      submit a separate Stock Purchase Agreement and Investor Questionnaire for each
      individual fund/entity that will hold the Shares. The Stock Purchase Agreement
      and the Investor Questionnaire must be executed by an individual authorized
      to
      bind the Investor.

    


    2. Return
      the signed Stock Purchase Agreement and Investor Questionnaire to: 

     

    
      
        	 	 	
                ParkerVision,
                  Inc. 

                7915
                  Baymeadows Way

                Jacksonville,
                  FL 32256

                Attn:
                  Cindy Poehlman

                Phone:
                  (904) 737-1367 ext.1116

                Fax:
                  (904) 732-6109 

              	 
	 	 	 	 
	 	And fax (or scan and email)
                copies
                to:	 
	 	 	 	 
	 	 	
                Graubard
                  Miller

                405
                  Lexington Avenue, 19th
                  Floor

                New
                  York, NY 10174

                Attn:
                  David Alan Miller 

                Phone:
                  (212) 818-8661

                Fax:
                  (212) 818-8881

                Email:
                  dmiller@graubard.com

              	 


      

    

     

    An
      executed original Stock Purchase Agreement and Investor Questionnaire or a
      fax
      thereof must be received by a date to be determined by the Company.

    


    
      	
              B.

            	
              Instructions
                regarding the transfer of funds for the purchase of Shares will be
                faxed
                or emailed to the Investor by the Company at a later
                date.

            


    

     

    
      	
              C. 

            	
              To
                resell the Shares after the Registration Statement covering the Shares
                is
                effective:

            


    

     

    1. Provided
      that a Suspension of the Registration Statement pursuant to Section 7.2(c)
      of the Stock Purchase Agreement is not then in effect pursuant to the terms
      of
      the Stock Purchase Agreement, the Investor may sell Shares under the
      Registration Statement, subject to the notification provisions in the Stock
      Purchase Agreement, provided that it arranges for delivery of a current
      Prospectus to the transferee. The Company has agreed to furnish to the Investor
      such number of copies of the Registration Statement, Prospectuses and
      Preliminary Prospectuses as the Investor may reasonably request.

    


    2. The
      Investor must also deliver to the Company’s transfer agent, with a copy to the
      Company, a Certificate of Subsequent Sale in the form attached as Exhibit
      A
      to the
      Stock Purchase Agreement, so that the Shares may be properly transferred.


    


    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    



    STOCK
      PURCHASE AGREEMENT

    


    ParkerVision,
      Inc.

    7915
      Baymeadows Way

    Jacksonville,
      FL 32256

    


    Ladies
      & Gentlemen: 

    


    The
      undersigned, ____________________________________ (the “Investor”), hereby
      confirms its agreement with you as follows:

    


    1. This
      Stock Purchase Agreement (the “Agreement”) is made as of March 5, 2008 between
      ParkerVision, Inc., a Florida corporation (the “Company”), and the
      Investor.

    


    2. The
      Company has authorized the sale and issuance of up to 1,000,000 shares (the
      “Shares”) of common stock of the Company, $.01 par value per share (the “Common
      Stock”), to certain investors in a private placement (the
“Offering”).

    


    3. The
      Company and the Investor agree that the Investor will purchase from the Company
      and the Company will issue and sell to the Investor ___________ Shares, for
      a
      purchase price of $7.50 per share, or an aggregate purchase price of
      $_______________, pursuant to the Terms and Conditions for Purchase of Shares
      attached hereto as Annex I and incorporated herein by reference as if fully
      set forth herein (the “Terms and Conditions”). This Stock Purchase Agreement,
      together with the Terms and Conditions which are incorporated herein by
      reference as if fully set forth herein, may hereinafter be referred to as the
      “Agreement.” Unless otherwise requested by the Investor, certificates
      representing the Shares purchased by the Investor will be registered in the
      Investor’s name and address as set forth below.

    


    4. The
      Investor represents that, except as set forth below, (a) it has had no position,
      office or other material relationship within the past three years with the
      Company or persons known to it to be affiliates of the Company, (b) neither
      it,
      nor any group of which it is a member or to which it is related, beneficially
      owns (including the right to acquire or vote) any securities of the Company
      and
      (c) it has no direct or indirect affiliation or association with any NASD member
      as of the date hereof. Exceptions:

     

    
      
        

      

    

    
      

    

    (If
      no
      exceptions, write “none.” If left blank, response will be deemed to be
“none.”)

    


    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing in the space provided below for that purpose. By executing this
      Agreement, the Investor acknowledges that the Company may use the information
      in
      paragraph 4 above and the name and address information below in preparation
      of
      the Registration Statement (as defined in Annex 1).

     

     

    
      	
              AGREED AND ACCEPTED

              ParkerVision, Inc. 

               

               

               

                                                                                                

              By:
                Cynthia Poehlman      

              Title:
                Chief Financial Officer

            	
               

              Investor:                                                                                

               

              By:                                                                                          

               

              Print
                Name:                                                                            

               

              Title:                                                                                       

               

              Address:                                                                                 

               

                                                                                      

               

              Tax
                ID
                No.:                                                                            


               

              Contact
                name:                                                                       

               

              Telephone:                                                                            


              Name
                in which shares should be registered (if different):

                                                                                     
                

            


    

     

    
      
        
        

      

      
        -
          6 -

        
          

        

      

      
        
        

      

    

     

    ANNEX
      I

    


    TERMS
      AND CONDITIONS FOR PURCHASE OF SHARES

    


    


    1. Authorization
      and Sale of the Shares.
      Subject
      to these Terms and Conditions, the Company has authorized the sale of up to
      1,000,000 Shares. The Company reserves the right to increase or decrease this
      number.

    


    2. Agreement
      to Sell and Purchase the Shares; Subscription Date.

    


    2.1 At
      the
      Closing (as defined in Section 3), the Company will sell to the Investor,
      and the Investor will purchase from the Company, upon the terms and conditions
      hereinafter set forth, the number of Shares set forth in Section 3 of the Stock
      Purchase Agreement to which these Terms and Conditions are attached at the
      purchase price set forth thereon.

    


    2.2 The
      Company may enter into the same form of Stock Purchase Agreement, including
      these Terms and Conditions, with other investors (the “Other Investors”) and
      expects to complete sales of Shares to them. (The Investor and the Other
      Investors are hereinafter sometimes collectively referred to as the “Investors,”
and the Stock Purchase Agreement to which these Terms and Conditions are
      attached and the Stock Purchase Agreements (including attached Terms and
      Conditions) executed by the Other Investors are hereinafter sometimes
      collectively referred to as the “Agreements.”) The Company may accept executed
      Agreements from Investors for the purchase of Shares commencing upon the date
      on
      which the Company provides the Investors with the proposed purchase price per
      Share and concluding upon a date to be determined by the Company (the
“Subscription Date”). 

    


    2.3 The
      obligations of each Investor under any Agreement are several and not joint
      with
      the obligations of any Other Investor, and no Investor shall be responsible
      in
      any way for the performance of the obligations of any other Investor under
      any
      Agreement. Nothing contained herein, and no action taken by any Investor hereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated hereby, provided that such
      obligations or the transactions contemplated hereby may be modified, amended
      or
      waived in accordance with Section 9 below. Each Investor shall be entitled
      to
      independently protect and enforce its rights, including without limitation
      the
      rights arising out of this Agreement (provided, that such rights may be
      modified, amended or waived in accordance with Section 9 below), and it shall
      not be necessary for any Other Investor to be joined as an additional party
      in
      any proceeding for such purpose.

    


    3. Delivery
      of the Shares at Closing.
      The
      completion of the purchase and sale of the Shares (the “Closing”) shall occur
      (the “Closing Date”) on March 5, 2008, at the offices of the Company’s counsel,
      or at such other time as the Investor and the Company may mutually agree. At
      the
      Closing, the Company shall deliver to the Investor one or more stock
      certificates representing the number of Shares set forth in Section 3 of the
      Stock Purchase Agreement, each such certificate to be registered in the name
      of
      the Investor or, if so indicated on the signature page of the Stock Purchase
      Agreement, in the name of a nominee designated by the Investor.

    


    The
      Company’s obligation to issue the Shares to the Investor shall be subject to the
      following conditions, any one or more of which may be waived by the Company:
      (a)
      completion of the purchases and sales under the Agreements with the Other
      Investors; and (b) the representations and warranties made by the Investors
      shall be true and correct in all material respects and the fulfillment of those
      undertakings of the Investors to be fulfilled in all material respects prior
      to
      the Closing.

    


    The
      Investor’s obligation to purchase the Shares shall be subject to the following
      conditions, any one or more of which may be waived by the Investor: (a) receipt
      by the Investor of certificates evidencing the Shares, (b) the representations
      and warranties of the Company set forth herein shall be true and correct as
      of
      the Closing Date (except for representations and warranties that speak as of
      a
      specific date, which representations and warranties shall be true and correct
      as
      of such date), (c) the Investor shall have received such documents as the
      Investor shall reasonably have requested, including, a standard opinion of
      the
      Company’s counsel as to the matters set forth in Section 4.2 and as to exemption
      from the registration requirements of the Securities Act of 1933, as amended
      (the “Securities Act”), of the sale of the Shares, (d) there shall not have
      occurred a suspension or material limitation in trading in the Common Stock
      on
      the Nasdaq Market, (e) all consents, approvals or authorizations of any person
      required for the valid authorization, execution and delivery by the Company
      of
      this Agreement or for the consummation of the transactions contemplated by
      this
      Agreement shall have been obtained and (f) investors have executed Agreements
      for the purchase of Shares resulting in net proceeds to the Company of at least
      $7,000,000 but not more than $10,000,000, and (g) no action or proceeding by
      or
      before any court, administrative body or governmental agency shall have been
      instituted or threatened by a third party which seeks to enjoin, restrain or
      prohibit this Agreement or consummation of the transactions contemplated by
      this
      Agreement.

     

    
      
        
        

      

      
        -
          7 -

        
          

        

      

      
        
        

      

    

     

    4. Representations,
      Warranties and Covenants of the Company.
      The
      Company hereby represents and warrants to, and covenants with, the Investor,
      as
      follows:

    


    4.1 Organization.
      The
      Company and each of its Subsidiaries, is duly organized and validly existing
      in
      good standing under the laws of the jurisdiction of its organization. Each
      of
      the Company and its Subsidiaries (as defined in Rule 405 under the
      Securities Act) has full power and authority to own, operate and occupy its
      properties and to conduct its business as presently conducted and as described
      in the documents filed by the Company under the Securities Exchange Act of
      1934,
      as amended and the rules and regulations promulgated thereunder (the “Exchange
      Act”), since December 31, 2006, including, without limitation, its most recent
      report on Form 10-K (the “Exchange Act Documents”) and is registered or
      qualified to do business and in good standing in each jurisdiction in which
      the
      nature of the business conducted by it or the location of the properties owned
      or leased by it requires such qualification and where the failure to be so
      qualified would have a material adverse effect upon the condition (financial
      or
      otherwise), earnings, business, properties or operations of the Company and
      its
      Subsidiaries, considered as one enterprise (a “Material Adverse Effect”), and no
      proceeding has been instituted in any such jurisdiction, revoking, limiting
      or
      curtailing, or seeking to revoke, limit or curtail, such power and authority
      or
      qualification. The Company has only such direct and indirect Subsidiaries as
      specified in the Exchange Act Documents. Except as disclosed in the Exchange
      Act
      Documents, the Company owns, directly or indirectly, all of the capital stock
      of
      each Subsidiary free and clear of any lien, charge, encumbrance, security
      interest, right of first refusal or other restrictions of any kind, and all
      the
      issued and outstanding shares of capital stock of each Subsidiary are validly
      issued and fully paid, non-assessable.

    


    4.2 Due
      Authorization and Valid Issuance.
      The
      Company has all requisite power and authority to execute, deliver and perform
      its obligations under the Agreements, and the Agreements have been duly
      authorized and validly executed and delivered by the Company and constitute
      legal, valid and binding agreements of the Company enforceable against the
      Company in accordance with their terms, except as rights to indemnity and
      contribution may be limited by state or federal securities laws or the public
      policy underlying such laws, except as enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at law).
      The Shares being purchased by the Investor hereunder will, upon issuance and
      payment therefor pursuant to the terms hereof, be duly authorized, validly
      issued, fully-paid and nonassessable, free and clear of any lien, charge, or
      encumbrance. 

    


    4.3 Non-Contravention.
      The
      execution and delivery of the Agreements, the issuance and sale of the Shares
      under the Agreements, the fulfillment of the terms of the Agreements and the
      consummation of the transactions contemplated thereby will not (A) conflict
      with or constitute a violation of, or default (with the passage of time or
      otherwise) under, (i) any material bond, debenture, note or other evidence
      of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan
      agreement, joint venture or other agreement or instrument to which the Company
      or any Subsidiary is a party or by which it or any of its Subsidiaries or their
      respective properties are bound, (ii) the charter, by-laws or other
      organizational documents of the Company or any Subsidiary, or (iii) any
      law, administrative regulation, ordinance or order of any court or governmental
      agency, arbitration panel or authority applicable to the Company or any
      Subsidiary or their respective properties, except in the case of
      clauses (i) and (iii) for any such conflicts, violations or defaults which
      are not reasonably likely to have a Material Adverse Effect or (B) result
      in the creation or imposition of any lien, encumbrance, claim, security interest
      or restriction whatsoever upon any of the material properties or assets of
      the
      Company or any Subsidiary or an acceleration of indebtedness pursuant to any
      obligation, agreement or condition contained in any material bond, debenture,
      note or any other evidence of indebtedness or any material indenture, mortgage,
      deed of trust or any other agreement or instrument to which the Company or
      any
      Subsidiary is a party or by which any of them is bound or to which any of the
      material property or assets of the Company or any Subsidiary is subject. No
      consent, approval, authorization or other order of, or registration,
      qualification or filing with, any regulatory body, administrative agency, or
      other governmental body in the United States is required for the execution
      and
      delivery of the Agreements and the valid issuance and sale of the Shares to
      be
      sold pursuant to the Agreements, other than such as have been made or obtained,
      and except for any post-closing securities filings or notifications required
      to
      be made under United States federal or state securities laws.

     

    
      
        
        

      

      
        -
          8 -

        
          

        

      

      
        
        

      

    

     

    4.4 Capitalization.
      The
      capitalization of the Company as of September 30, 2007 is as set forth in the
      most recent applicable Exchange Act Documents. The Company has not issued any
      capital stock since that date other than pursuant to (i) employee benefit plans
      disclosed in the Exchange Act Documents, or (ii) outstanding warrants, options
      or other securities disclosed in the Exchange Act Documents. The Shares to
      be
      sold pursuant to the Agreements have been duly authorized, and when issued
      and
      paid for in accordance with the terms of the Agreements will be duly and validly
      issued, fully paid and nonassessable, subject to no lien, claim or encumbrance.
      The outstanding shares of capital stock of the Company have been duly and
      validly issued and are fully paid and nonassessable, have been issued in
      compliance with all federal and state securities laws, and were not issued
      in
      violation of any preemptive rights or similar rights to subscribe for or
      purchase securities. Except as set forth in or contemplated by the Exchange
      Act
      Documents, there are no outstanding rights (including, without limitation,
      preemptive rights), warrants or options to acquire, or instruments convertible
      into or exchangeable for, any unissued shares of capital stock or other equity
      interest in the Company or any Subsidiary, or any contract, commitment,
      agreement, understanding or arrangement of any kind to which the Company is
      a
      party or of which the Company has knowledge and relating to the issuance or
      sale
      of any capital stock of the Company or any Subsidiary, any such convertible
      or
      exchangeable securities or any such rights, warrants or options. No preemptive
      rights, co-sale rights, rights of first refusal, registration rights or other
      similar rights exist with respect to the Shares or the issuance and sale
      thereof. No further approval or authorization of any stockholder, the Board
      of
      Directors of the Company or others is required for the issuance and sale of
      the
      Shares. The Company owns the entire equity interest in each of its Subsidiaries,
      free and clear of any pledge, lien, security interest, encumbrance, claim or
      equitable interest, other than as described in the Exchange Act Documents.
      Except as disclosed in the Exchange Act Documents, there are no stockholders
      agreements, voting agreements or other similar agreements with respect to the
      Common Stock to which the Company is a party or, to the knowledge of the
      Company, between or among any of the Company’s stockholders.

    


    4.5 Legal
      Proceedings.
      There
      is no material legal or governmental proceeding pending or, to the knowledge
      of
      the Company, threatened to which the Company or any Subsidiary is or may be
      a
      party or of which the business or property of the Company or any Subsidiary
      is
      subject that is not disclosed in the Exchange Act Documents, including any
      proceeding which adversely affects or challenges the legality, validity or
      enforceability of the Agreements or the Shares or could, if there were an
      unfavorable decision, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect. There are no disagreements
      of
      any kind presently existing, or reasonably anticipated by the Company to arise,
      between the accountants and lawyers formerly or presently employed by the
      Company and the Company is current with respect to any fees owed to its
      accountants and lawyers. There
      has
      not been, and to the knowledge of the Company, there is not pending any
      investigation by the SEC (as defined below) involving the Company or any current
      or former director or officer of the Company (in his or her capacity as such).
      The SEC has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company or any
      Subsidiary under the Exchange Act or the Securities Act.

    


    4.6 No
      Violations.
      Neither
      the Company nor any Subsidiary is in violation of its charter, bylaws, or other
      organizational document. Neither the Company nor any Subsidiary is in violation
      of any law, administrative regulation, ordinance or order of any court or
      governmental agency, arbitration panel or authority applicable to the Company
      or
      any Subsidiary, which violation, individually or in the aggregate, would be
      reasonably likely to have a Material Adverse Effect, or is in default (and
      there
      exists no condition which, with the passage of time or otherwise, would
      constitute a default) in any material respect in the performance of any bond,
      debenture, note or any other evidence of indebtedness in any indenture,
      mortgage, deed of trust or any other material agreement or instrument to which
      the Company or any Subsidiary is a party or by which the Company or any
      Subsidiary is bound or by which the properties of the Company or any Subsidiary
      are bound, which would be reasonably likely to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    4.7 Governmental
      Permits, Etc.
      With
      the exception of the matters which are dealt with separately in
      Sections 4.1, 4.12, 4.13 and 4.14, each of the Company and its Subsidiaries
      has all necessary franchises, licenses, certificates and other authorizations
      from any foreign, federal, state or local government or governmental agency,
      department, or body that are currently necessary for the operation of the
      business of the Company and its Subsidiaries as currently conducted and as
      described in the Exchange Act Documents except where the failure to currently
      possess could not reasonably be expected to have a Material Adverse
      Effect.

    


    4.8 Intellectual
      Property.
      Except
      as specifically disclosed in the Exchange Act Documents (i) to the knowledge
      of
      the Company, each of the Company and its Subsidiaries owns or possesses
      sufficient rights to conduct its business in the ordinary course, including,
      without limitation, rights to use all material patents, patent rights, industry
      standards, trademarks, copyrights, licenses, inventions, trade secrets, trade
      names and know-how (collectively, “Intellectual Property”) described or referred
      to in the Exchange Act Documents as owned or possessed by it or that are
      necessary for the conduct of its business as now conducted or as proposed to
      be
      conducted except where the failure to currently own or possess would not have
      a
      Material Adverse Effect (“Company Intellectual Property”), (ii) to the knowledge
      of the Company, neither the Company nor any of its Subsidiaries is infringing
      any rights of a third party with respect to any Intellectual Property that,
      individually or in the aggregate, would have a Material Adverse Effect, and
      neither the Company nor any of its Subsidiaries has received any notice of,
      or
      has any knowledge of, any asserted infringement by the Company or any of its
      Subsidiaries of, any rights of a third party with respect to any Intellectual
      Property that, individually or in the aggregate, would have a Material Adverse
      Effect and (iii) neither the Company nor any of its Subsidiaries has
      received any notice of, or has any knowledge of, infringement by a third party
      with respect to any Intellectual Property rights of the Company or of any
      Subsidiary that, individually or in the aggregate, would have a Material Adverse
      Effect. Company Intellectual Property does not include any Publicly Available
      Software and the Company has not used Publicly Available Software in whole
      or in
      part in the development of any part of Company Intellectual Property in a manner
      that may subject the Company or Company Intellectual Property in whole or in
      part, to all or part of the license obligations of any Publicly Available
      Software. “Publicly Available Software” means each of (i) any software that
      contains, or is derived in any manner (in whole or in part) from, any software
      that is distributed as free software, open source software (e.g. Linux), or
      similar licensing and distribution models; and (ii) any software that requires
      as a condition of use, modification, and/or distribution of such software that
      such software or other software incorporated into, derived from, or distributed
      with such software (a) be disclosed or distributed in source code form; (b)
      be
      licensed for the purpose of making derivative works; or (c) be redistributable
      at no or minimal charge. Publicly Available Software includes, without
      limitation, software licensed or distributed under any of the following licenses
      or distribution models similar to any of the following: (a) GNU General Public
      License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g.
      PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e)
      the
      Sun Community Source License (SCSL), the Sun Industry Source License (SISL),
      and
      the Apache Server License. 

    


    4.9 Financial
      Statements.
      

    


    (a)
      The
      financial statements of the Company and the related notes contained in the
      Exchange Act Documents comply as to form in all material respects with
      applicable rules and regulations of the SEC and present fairly, in accordance
      with United States generally accepted accounting principles, the financial
      position of the Company and its Subsidiaries as of the dates indicated, and
      the
      results of its operations and cash flows for the periods therein specified
      consistent with the books and records of the Company and its Subsidiaries except
      that the unaudited interim financial statements were or are subject to normal
      and recurring year-end adjustments which are not expected to be material in
      amount. Such financial statements (including the related notes) have been
      prepared in accordance with United States generally accepted accounting
      principles applied on a consistent basis throughout the periods therein
      specified, except as may be disclosed in
      the
      notes to such financial statements, or in the case of unaudited statements,
      as
      may be permitted by the Securities and Exchange Commission (the “SEC”) on
      Form 10-Q under the Exchange Act and except as disclosed in the Exchange
      Act Documents. The other financial information contained in the Exchange Act
      Documents has been prepared on a basis consistent with the financial statements
      of the Company.

    


    (b) After
      giving effect to the transactions contemplated by this Agreement and the other
      agreements contemplated by the Offering, the Company believes that it will
      have
      adequate working capital to sustain its operations as currently conducted and
      pursuant to the current business plan for at least the twelve months after
      the
      Closing Date.

    


    (c) Except
      as
      set forth in any Exchange Act Documents, there are no obligations of the Company
      to officers, directors, stockholders or employees of the Company other than
      (i)
      for payment of salary for services rendered and for bonus payments; (ii)
      reimbursements for reasonable expenses incurred on behalf of the Company; (iii)
      for other standard employee benefits made generally available to all employees
      (including stock option agreements outstanding under any stock option plan
      approved by the Board of Directors of the Company); and (iv) obligations listed
      in the Company’s financial statements. Except as described above or in any
      Exchange Act Filings, none of the officers, directors or, to the best of the
      Company’s knowledge, key employees or stockholders of the Company or any members
      of their immediate families, are indebted to the Company, individually or in
      the
      aggregate, in excess of $60,000 or have any direct or indirect ownership
      interest in any firm or corporation with which the Company is affiliated or
      with
      which the Company has a business relationship, or any firm or corporation which
      competes with the Company, other than passive investments in publicly traded
      companies (representing less than one percent (1%) of such company) which may
      compete with the Company. Except as described above, no officer, director or
      stockholder, or any member of their immediate families, is, directly or
      indirectly, interested in any material contract with the Company and no
      agreements, understandings or proposed transactions are contemplated between
      the
      Company and any such person. Except as set forth in any Exchange Act Documents,
      the Company is not a guarantor or indemnitor of any indebtedness of any other
      person, firm or corporation.

     

    
      
        
        

      

      
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    4.10 No
      Material Adverse Change.
      Except
      as disclosed in the Exchange Act Documents, since September 30, 2007, there
      has
      not been (i) any material adverse change in the financial condition or
      earnings of the Company and its Subsidiaries considered as one enterprise,
      (ii) any material adverse event affecting the Company or its Subsidiaries,
      (iii) any obligation, direct or contingent, that is material to the Company
      and its Subsidiaries considered as one enterprise, incurred by the Company,
      except obligations incurred in the ordinary course of business, (iv) any
      dividend or distribution of any kind declared, paid or made on the capital
      stock
      of the Company or any of its Subsidiaries, or (v) any loss or damage
      (whether or not insured) to the physical property of the Company or any of
      its
      Subsidiaries which has been sustained which has a Material Adverse
      Effect.

    


    4.11 Disclosure.
      The representations
      and warranties of the Company contained in this Section 4 as of the date
      hereof and as of the Closing Date, do not contain any untrue statement of a
      material fact or omit to state 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. Except with respect to the material terms
      and conditions of the transaction contemplated by the Agreements, which shall
      be
      publicly disclosed by the Company pursuant to Section 16 hereof, the Company
      confirms that neither it nor any person acting on its behalf has provided
      Investor with any information that the Company believes constitutes material,
      non-public information. The Company understands and confirms that Investor
      will
      rely on the foregoing representations in effecting transactions in securities
      of
      the Company.

    


    4.12 NASDAQ
      Compliance.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) of the
      Exchange Act and is listed on The Nasdaq Stock Market, Inc. (the “Nasdaq
      Market”), and the Company has taken no action or failed to take any action
      designed to, or likely to have the effect of, terminating the registration
      of
      the Common Stock under the Exchange Act or de-listing the Common Stock from
      the
      Nasdaq Market, nor has the Company received any notification that the SEC or
      the
      National Association of Securities Dealers, Inc. (“NASD”) is contemplating
      terminating such registration or listing. The Company is currently in compliance
      with all NASD and Nasdaq Marketplace rules necessary for the continued quotation
      of the Company’s Common Stock on the Nasdaq Market. The issuance of the Shares
      does not require shareholder approval, including, without limitation, under
      Nasdaq Marketplace Rule 4350(i).

    


    4.13 Reporting
      Status.
      The
      Company has filed in a timely manner all reports, schedules, forms, statements
      and other documents that the Company was required to file under the Exchange
      Act
      since December 31, 2006. The Company is eligible to use Form S-3 to register
      the
      Shares to be offered for the account of the Investors. The following documents
      complied in all material respects with the SEC’s requirements as of their
      respective filing dates, and did not contain an untrue statement of a material
      fact or omit to state 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:

     

    
      
        
        

      

      
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    (a) Annual
      Report on Form 10-K for the year ended December 31, 2006, Quarterly Reports
      on
      Form 10-Q for the quarters ended September 30, 2007, June 30, 2007 and March
      31,
      2007, Proxy Statement on Schedule 14A filed on July 6, 2007 and Current Reports
      on Form 8-K filed on February 23, 2007, May 2, 2007, August 14, 2007, December
      3, 2007, December 21, 2007, December 27, 2007 and February 1, 2008.


    


    (b) all
      other
      documents, if any, filed by the Company with the SEC
      since December 31, 2006 pursuant
      to the reporting requirements of the Exchange Act.

    


    4.14 Listing.
      The
      Company shall comply with all requirements of the NASD and the SEC with respect
      to the issuance of the Shares and the listing thereof on the Nasdaq
      Market.

    


    4.15 No
      Manipulation of Stock.
      The
      Company has not taken and will not, in violation of applicable law, take, any
      action designed to or that might reasonably be expected to cause or result
      in
      stabilization or manipulation of the price of the Common Stock to facilitate
      the
      sale or resale of the Shares.

    


    4.16 Company
      not an “Investment Company”.
      The
      Company has been advised of the rules and requirements under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”). The Company is
      not, and immediately after receipt of payment for the Shares will not be, an
      “investment company”, an “affiliated person” of, “promoter” for or “principal
      underwriter” for an entity “controlled” by an “investment company” within the
      meaning of the Investment Company Act and shall conduct its business in a manner
      so that it will not become subject to the Investment Company Act.

    


    4.17 Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the best knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any
      corrupt funds for unlawful contributions, gifts, entertainment or other unlawful
      expenses related to foreign or domestic political activity, (ii) made any
      unlawful payment to foreign or domestic government officials or employees or
      to
      any foreign or domestic political parties or campaigns from corporate funds,
      (iii) failed to disclose fully any contribution made by the Company (or made
      by
      any person acting on its behalf of which the Company is aware) which is in
      violation of law, or (iv) violated in any material respect any provision of
      the
      Foreign Corrupt Practices Act of 1977, as amended.

    


    4.18 Accountants.
      To the
      Company’s knowledge, PricewaterhouseCoopers, LLP, who the Company expects will
      consent to the incorporation by reference of its report with respect to the
      consolidated financial statements of the Company included in the Company's
      Annual Report on Form 10-K for the year ended December 31, 2007 into the
      Registration Statement (as defined below) and the prospectus which forms a
      part
      thereof, are independent accountants as required by the Securities Act and
      the
      rules and regulations promulgated thereunder.

     

    4.19 Contracts.
      The
      contracts described in the Exchange Act Documents that are material to the
      Company are in full force and effect on the date hereof, and neither the Company
      nor, to the Company's knowledge, any other party to such contracts is in breach
      of or default under any of such contracts which would have a Material Adverse
      Effect.

     

    4.20 Taxes.
      The
      Company has filed all necessary federal, state and foreign income and franchise
      tax returns when due (or obtained appropriate extensions for filing) and has
      paid or accrued all taxes shown as due thereon, and the Company has no knowledge
      of a tax deficiency which has been or might be asserted or threatened against
      it
      which would have a Material Adverse Effect.

    


    4.21 Transfer
      Taxes.
      On the
      Closing Date, all stock transfer or other taxes (other than income taxes) which
      are required to be paid in connection with the sale and transfer of the Shares
      to be sold to the Investor hereunder will be, or will have been, fully paid
      or
      provided for by the Company and all laws imposing such taxes will be or will
      have been fully complied with.

     

    
      
        
        

      

      
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    4.22 Private
      Offering.
      Assuming the correctness of the representations and warranties of the Investors
      set forth in Section 5 hereof, the offer and sale of Shares hereunder is
      exempt from registration under the Securities Act. The Company has not
      distributed and will not distribute prior to the Closing Date any offering
      material in connection with this Offering and sale of the Shares other than
      the
      documents of which this Agreement is a part or the Exchange Act Documents.
      The
      Company has not in the past nor will it hereafter take any action to sell,
      offer
      for sale or solicit offers to buy any securities of the Company which would
      bring the offer, issuance or sale of the Shares as contemplated by this
      Agreement, within the provisions of Section 5 of the Securities Act, unless
      such
      offer, issuance or sale was or shall be within the exemptions of Section 4
      of
      the Securities Act. Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Investors and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

    


    4.23 Disclosure
      Controls and Procedures; Internal Controls.
      At all
      times since first required by all applicable Exchange Act rules, the Company
      has
      established disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls
      and procedures to ensure that material information relating to the Company,
      including its Subsidiaries, is made known to the certifying officers by others
      within those entities, particularly during the period in which the Form 10-K
      or
      Form 10-Q, as the case may be, is being prepared. The Company’s certifying
      officers have evaluated the effectiveness of the Company’s disclosure controls
      and procedures as of the end of the period covered by each Form 10-K or Form
      10-Q for which such evaluation was required by applicable Exchange Act rules,
      as
      the case may be (each such date, the “Evaluation Date”). The Company presented
      in each such Form 10-K or Form 10-Q, as the case may be, the conclusions of
      the
      certifying officers about the effectiveness of the disclosure controls and
      procedures based on their evaluations as of the Evaluation Date. Since the
      most
      recent Evaluation Date, there have been no significant changes in the Company’s
      internal controls (as such term is used in Item 308(c) of Regulation S-K under
      the Exchange Act) or, to the Company’s knowledge, in other factors that could
      significantly affect the Company’s internal controls.

    


    4.24 Transactions
      With Affiliates.
      Except
      as disclosed in the Exchange Act Documents, none of the officers or directors
      of
      the Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and directors),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer
      or
      director or, to the knowledge of the Company, any entity in which any officer
      or
      director has a substantial interest or is an officer, director, trustee or
      partner.

    


    4.25 Non-Public
      Information.
      The
      Company has not disclosed to the Investor information that would constitute
      material non-public information as of the Closing Date other than the existence
      of the transaction contemplated hereby.

    


    4.26 Insurance.
      The
      Company maintains insurance of the types and in the amounts that the Company
      reasonably believes is adequate for its businesses, including, but not limited
      to, insurance covering real and personal property owned or leased by the Company
      against theft, damage, destruction, acts of vandalism and all other risks
      customarily insured against by similarly situated companies, all of which
      insurance is in full force and effect.

    


    4.27 Placement
      Agent.
      The
      Company shall be responsible for the payment of any placement agent’s fees,
      financial advisory fees, or brokers’ commissions (other than for persons engaged
      by an Investor or its investment advisor) relating to or arising out of the
      transactions contemplated by the Agreements (“Commissions”). The Company shall
      pay, and hold the Investor harmless against, any liability, loss or expense
      (including, without limitation, attorney’s fees and out-of-pocket expenses)
      arising in connection with any claims relating to Commissions.

     

    4.28 Shell
      Company Status.
      The
      Company is not, and has never been, an issuer of the type described in Rule
      144(i)(1) promulgated under the Securities Act. 

    


    
      
        
        

      

      
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    5. Representations,
      Warranties and Covenants of the Investor.

    


    5.1 The
      Investor represents and warrants to, and covenants with, the Company that:
      (i) the Investor is an “accredited investor” as defined in Regulation D
      under the Securities Act and the Investor is also knowledgeable, sophisticated
      and experienced in making, and is qualified to make decisions with respect
      to
      investments in shares presenting an investment decision like that involved
      in
      the purchase of the Shares, including investments in securities issued by the
      Company and investments in comparable companies, and has requested, received,
      reviewed and considered all information it deemed relevant in making an informed
      decision to purchase the Shares; (ii) the Investor is acquiring the number
      of Shares set forth in Section 3 of the Stock Purchase Agreement in the ordinary
      course of its business and for its own account for investment only and with
      no
      present intention of distributing any of such Shares or any arrangement or
      understanding with any other persons regarding the distribution of such Shares;
      (iii) the Investor will not, directly or indirectly, offer, sell, pledge,
      transfer or otherwise dispose of (or solicit any offers to buy, purchase or
      otherwise acquire or take a pledge of) any of the Shares except in compliance
      with the Securities Act, applicable state securities laws and the respective
      rules and regulations promulgated thereunder; (iv) the Investor has
      answered all questions on the Investor Questionnaire for use in preparation
      of
      the Registration Statement and the answers thereto are true, correct and
      complete as of the date hereof and will be true, correct and complete as of
      the
      Closing Date; and (vi) the Investor has, in connection with its decision to
      purchase the number of Shares set forth in Section 3 of the Stock Purchase
      Agreement, relied only upon the Exchange Act Documents and the representations
      and warranties of the Company contained herein. The Investor understands that
      its acquisition of the Shares has not been registered under the Securities
      Act
      or registered or qualified under any state securities law in reliance on
      specific exemptions therefrom, which exemptions may depend upon, among other
      things, the bona fide nature of the Investor’s investment intent as expressed
      herein. Subject to compliance with the Securities Act, applicable securities
      laws and the respective rules and regulations promulgated thereunder, nothing
      contained herein shall be deemed a representation or warranty by such Investor
      to hold the Shares for any period of time. Investor has completed or caused
      to
      be completed and delivered to the Company the Investor Questionnaire, which
      questionnaire is true, correct and complete in all material
      respects.

    


    5.2 The
      Investor acknowledges, represents and agrees that no action has been or will
      be
      taken in any jurisdiction outside the United States by the Company that would
      permit an offering of the Shares, or possession or distribution of offering
      materials in connection with the issue of the Shares, in any jurisdiction
      outside the United States where legal action by the Company for that purpose
      is
      required. Each Investor outside the United States will comply with all
      applicable laws and regulations in each foreign jurisdiction in which it
      purchases, offers, sells or delivers Shares or has in its possession or
      distributes any offering material, in all cases at its own expense.

    


    5.3 The
      Investor hereby covenants with the Company not to make any sale of the Shares
      without complying with the provisions of this Agreement and without causing
      the
      prospectus delivery requirement under the Securities Act to be satisfied
      (whether by delivery of the Prospectus or pursuant to and in compliance with
      an
      exemption from such requirement), and the Investor acknowledges that the
      certificates evidencing the Shares will be imprinted with a legend that
      prohibits their transfer except in accordance therewith. The Investor
      acknowledges that there may occasionally be times when the Company determines
      that it must suspend the use of the Prospectus forming a part of the
      Registration Statement, as set forth in Section 7.2(c).

    


    5.4 The
      Investor agrees to promptly upon receipt review the plan of distribution for
      the
      Registration Statement sent to it by the Company pursuant to
      7.1(h).

    


    5.5 The
      Investor further represents and warrants to, and covenants with, the Company
      that (i) the Investor has full right, power, authority and capacity to
      enter into this Agreement and to consummate the transactions contemplated hereby
      and has taken all necessary action to authorize the execution and delivery
      of
      this Agreement, and (ii) when executed, this Agreement will constitute a
      valid and binding obligation of the Investor enforceable against the Investor
      in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at law)
      and except as the indemnification agreements of the Investors herein may be
      legally unenforceable.

     

    
      
        
        

      

      
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    5.6 Neither
      the Investor nor any person acting on its behalf or at its direction has engaged
      in any purchase or sale of Common Stock (including without limitation any short
      sale, pledge, transfer, establish an open “put equivalent position” within the
      meaning of Rule 16a-1(h) under the Exchange Act) during the eight trading
      days immediately preceding the date of this Agreement. Investor agrees with
      the
      Company that the Company will be irreparably harmed if the Investor engages
      in
      short sales and similar hedging transactions, therefore Investor agrees that
      it
      will not directly or indirectly make or participate in any sale of the shares
      of
      common stock of the Company, including “short sales” as defined in Rule 200
      under Regulation SHO, whether or not exempt, until the effective date of the
      Registration Statement. The Investor will not use any of the restricted Shares
      acquired pursuant to this Agreement to cover any short position in the Common
      Stock of the Company if doing so would be in violation of applicable securities
      laws and otherwise will comply with federal securities laws in the holding
      and
      sale of the Shares.

    


    5.7 The
      Investor understands that nothing in the Exchange Act Documents, this Agreement
      or any other materials presented to the Investor in connection with the purchase
      and sale of the Shares constitutes legal, tax or investment advice. The Investor
      has consulted such legal, tax and investment advisors as it, in its sole
      discretion, has deemed necessary or appropriate in connection with its purchase
      of Shares.

    


    5.8 The
      Company acknowledges and agrees that Investor does not make or has not made
      any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in Sections 5 and 16(a) of this
      Agreement, or in the Investor Questionnaire.

    


    6. Survival
      of Representations, Warranties and Agreements.
      Notwithstanding any investigation made by any party to this Agreement, all
      covenants, agreements, representations and warranties made by the Company and
      the Investor herein shall survive the execution of this Agreement, the delivery
      to the Investor of the Shares being purchased and the payment
      therefor.

    


    7. Registration
      of the Shares; Compliance with the Securities Act.

    


    7.1 Registration
      Procedures and Other Matters.
      The
      Company shall:

    


    (a) subject
      to receipt of necessary information from the Investors after prompt request
      from
      the Company to the Investors to provide such information, prepare and file
      with
      the SEC as soon as practicable, and in any event, within 30 days after the
      Closing Date, a registration statement on Form S-3 (the “Registration
      Statement”) to enable the resale of the Shares by the Investors from time to
      time through the Nasdaq Global Market or in privately-negotiated
      transactions;

    


    (b) subject
      to receipt of necessary information from the Investors after prompt request
      from
      the Company to the Investors to provide such information, use its reasonable
      commercial efforts to cause the Registration Statement to become effective
      on or
      prior to the earlier of (i) the fifth trading day following the date the Company
      is notified by the SEC that the Registration Statement will not be reviewed
      or
      is no longer subject to review, and (ii) 120 days after the Closing Date (the
      “Effective Date”), such efforts to include, without limiting the generality of
      the foregoing, preparing and filing with the SEC any financial statements that
      are required to be filed prior to the effectiveness of such Registration
      Statement, responding promptly to any comments from the SEC, and filings with
      the SEC the final prospectus in accordance with Rule 424 within 24 hours of
      the
      Effective Date (regardless of its being technically required);

    


    (c) use
      its
      reasonable commercial efforts to prepare and file with the SEC such amendments
      and supplements to the Registration Statement and the Prospectus used in
      connection therewith as may be necessary to keep the Registration Statement
      current, effective and free from any material misstatement or omission to state
      a material fact for a period not exceeding, with respect to each Investor’s
      Shares purchased hereunder, the earlier of (i) the first anniversary of the
      Closing Date or (ii) such time as all Shares purchased by such Investor in
      this
      Offering have been sold pursuant to a registration statement (the “Registration
      Period”);

     

    
      
        
        

      

      
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    (d) furnish
      to the Investor with respect to the Shares registered under the Registration
      Statement such number of copies of the Registration Statement, Prospectuses
      and
      Preliminary Prospectuses in conformity with the requirements of the Securities
      Act and such other documents as the Investor may reasonably request, in order
      to
      facilitate the public sale or other disposition of all or any of the Shares
      by
      the Investor; 

    


    (e) file
      documents required of the Company for normal blue sky clearance in states
      specified in writing by the Investor and use its reasonable commercial efforts
      to maintain such blue sky qualifications during the period the Company is
      required to maintain the effectiveness of the Registration Statement pursuant
      to
      Section 7.1(c); provided, however, that the Company shall not be required
      to qualify to do business or consent to service of process in any jurisdiction
      in which it is not now so qualified or has not so consented;

    


    (f) bear
      all
      expenses in connection with the procedures in paragraph (a) through (e) of
      this
      Section 7.1 (other than underwriting discounts or commissions, brokers’
fees and similar selling expenses, and any other fees or expenses incurred
      by
      the Investor, including attorney fees of the Investor) and the registration
      of
      the Shares pursuant to the Registration Statement;

    


    (g) advise
      the Investor, as promptly as practicable, and in any event, not later than
      the
      next day after receipt of notice or knowledge of the issuance of any stop order
      by the SEC delaying or suspending the effectiveness of the Registration
      Statement or of the initiation or threat of any proceeding for that purpose;
      and
      it will promptly use its reasonable commercial efforts to prevent the issuance
      of any stop order or to obtain its withdrawal at the earliest possible moment
      if
      such stop order should be issued; and advise the Investor, not later than the
      next day of the Company having notice or knowledge of the effectiveness of
      any
      Registration Statement; and

    


    (h) provide
      a
“Plan of Distribution” section of the Registration Statement that is reasonably
      acceptable to all Investors and which, at a minimum, states that the selling
      stockholders may transfer the Shares in various circumstances as permitted
      to
      the fullest extent of the law and SEC practice, in which case the transferees,
      pledgees or other successors in interest will be the selling beneficial owners
      for purposes of the Prospectus, and shall otherwise be in all material respects
      in the form attached hereto as Exhibit
      B,
      subject
      to any revisions required by the SEC; and not less than four trading days prior
      to the filing of a Registration Statement or any amendment or supplement
      thereto, the Company shall furnish to each Investor copies of the “Selling
      Stockholders” section of such document and any risk factor contained in such
      document that addresses specifically this transaction or the Selling
      Stockholders, as proposed to be filed, which documents will be subject to the
      review of such Investor, and the Company shall not file a Registration Statement
      or any amendments or supplements thereto in which the “Selling Stockholder”
section thereof differs from the disclosure received from an Investor.


    


    (i) The
      Company shall file in a timely manner a Form D relating to the sale of the
      Shares under this Agreement, pursuant to Regulation D promulgated under the
      Securities Act.

    


    (j) If
      for
      any reason, the SEC does not permit all of the Shares to be included in the
      Registration Statement (such that the Registration Statement may be used for
      resales in a manner that does not constitute, in the SEC’s view, an offering by
      the Company and that permits the continuous resale at the market by the
      Investors participating therein without being named therein as
“underwriters”), then the Company shall prepare and file with the SEC one or
      more separate Registration Statements that meets such criteria with respect
      to
      any such Shares not included in the previous Registration Statement. The Company
      will then use its best efforts at the first opportunity that is permitted by
      the
      SEC, but in no event later than the later of sixty (60) calendar days from
      the
      date substantially all of the Shares registered under the Registration Statement
      have been sold by the Investors or six (6) months from the date the Registration
      Statement was declared effective, to register for resale the Shares that have
      been excluded from being registered (provided such Registration Statement meets
      the criteria set forth above). The Company shall use all reasonable best efforts
      to cause any such Registration Statement to be declared effective within
      90 days following the filing thereof or, in the event of a review of the
      registration statement by the SEC, within 120 days following the filing thereof,
      and to remain continuously effective for the Registration Period. 

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Agreement, in the event the SEC
      does
      not permit a Registration Statement to include all of the Shares for the reasons
      set forth in the preceding paragraph, then the Company shall reduce the number
      of Shares to be included in such Registration Statement by all Investors until
      such time as the SEC shall so permit such Registration Statement to become
      effective and be used for resales in a manner that does not constitute an
      offering by the Company and that permits the continuous resale at the market
      by
      the Investors participating therein without being named therein as
“underwriters.”  In making such reduction, the Company shall reduce the
      number of shares to be included by all Investors on a pro rata basis (based
      upon
      the number of Shares otherwise required to be included for each Investor).
      In no
      event shall an Investor be required to be named as an “underwriter” in a
      Registration Statement without such Investor’s prior written
      consent.

    


    Notwithstanding
      anything to the contrary herein, the Registration Statement shall cover the
      Shares and any shares sold to the other investors participating in this
      Offering. In no event at any time before the Registration Statement becomes
      effective with respect to the Shares shall the Company publicly announce or
      file
      any other registration statement, other than registrations on Form S-8,
      without the prior written consent of a majority in interest of the
      Investors.

     

    7.2 Transfer
      of Shares After Registration; Suspension.

    


    (a) The
      Investor agrees that it will not effect any disposition of the Shares or its
      right to purchase the Shares that would constitute a sale within the meaning
      of
      the Securities Act except as contemplated in the Registration Statement referred
      to in Section 7.1 and as described below or as otherwise permitted by law,
      and that it will promptly notify the Company of any changes in the information
      set forth in the Registration Statement regarding the Investor or its plan
      of
      distribution.

    


    (b) Except
      in
      the event that paragraph (c) below applies, the Company shall (i) if deemed
      necessary by the Company, prepare and file from time to time with the SEC a
      post-effective amendment to the Registration Statement or a supplement to the
      related Prospectus or a supplement or amendment to any document incorporated
      therein by reference or file any other required document so that such
      Registration Statement will not contain an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and so that, as thereafter delivered
      to purchasers of the Shares being sold thereunder, such Prospectus will not
      contain an untrue statement of a material fact or omit to state 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;
      (ii) provide the Investor copies of any documents filed pursuant to
      Section 7.2(b)(i) as the Investor may reasonably request; and
      (iii) inform each Investor that the Company has complied with its
      obligations in Section 7.2(b)(i) (or that, if the Company has filed a
      post-effective amendment to the Registration Statement which has not yet been
      declared effective, the Company will notify the Investor to that effect, will
      use its reasonable commercial efforts to secure the effectiveness of such
      post-effective amendment as promptly as possible and will promptly notify the
      Investor pursuant to Section 7.2(b)(i) hereof when the amendment has
      become effective).

    


    (c) Subject
      to paragraph (d) below, in the event (i) of any request by the SEC or any
      other federal or state governmental authority during the period of effectiveness
      of the Registration Statement for amendments or supplements to a Registration
      Statement or related Prospectus or for additional information; (ii) of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of a Registration Statement or the
      initiation of any proceedings for that purpose; (iii) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Shares for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose; or (iv) of any event or circumstance which, upon the advice of its
      counsel, necessitates the making of any changes in the Registration Statement
      or
      Prospectus, or any document incorporated or deemed to be incorporated therein
      by
      reference, so that, in the case of the Registration Statement, it will not
      contain any untrue statement of a material fact or any omission to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and that in the case of the Prospectus, it will not
      contain any untrue statement of a material fact or any omission to state a
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; then the Company shall promptly deliver a certificate in writing
      to
      the Investor (the “Suspension Notice”) to the effect of the foregoing and, upon
      receipt of such Suspension Notice, the Investor will refrain from selling any
      Shares pursuant to the Registration Statement (a “Suspension”) until the
      Investor’s receipt of copies of a supplemented or amended Prospectus prepared
      and filed by the Company, or until it is advised in writing by the Company
      that
      the current Prospectus may be used, and has received copies of any additional
      or
      supplemental filings that are incorporated or deemed incorporated by reference
      in any such Prospectus. In the event of any Suspension, the Company will use
      its
      reasonable commercial efforts to cause the use of the Prospectus so suspended
      to
      be resumed as soon as reasonably practicable within 20 business days after
      the
      delivery of a Suspension Notice to the Investor. In addition to and without
      limiting any other remedies (including, without limitation, at law or at equity)
      available to the Investor, the Investor shall be entitled to specific
      performance in the event that the Company fails to comply with the provisions
      of
      this Section 7.2(c).

     

    
      
        
        

      

      
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    (d) Notwithstanding
      the foregoing paragraphs of this Section 7.2, the Investor shall not be
      prohibited from selling Shares under the Registration Statement as a result
      of
      Suspensions on more than two occasions of not more than 30 days each in any
      twelve month period, unless, in the good faith judgment of the Company’s Board
      of Directors, upon the written opinion of counsel of the Company, the sale
      of
      Shares under the Registration Statement in reliance on this Section 7.2(d)
      would
      be reasonably likely to cause a violation of the Securities Act or the Exchange
      Act and result in liability to the Company.

    


    (e) Provided
      that a Suspension is not then in effect, the Investor may sell Shares under
      the
      Registration Statement, provided that it arranges for delivery of a current
      Prospectus to the transferee of such Shares. Upon receipt of a request therefor,
      the Company has agreed to provide an adequate number of current Prospectuses
      to
      the Investor and to supply copies to any other parties requiring such
      Prospectuses.

    


    (f) In
      the
      event of a sale of Shares by the Investor pursuant to the Registration
      Statement, the Investor must also deliver to the Company’s transfer agent, with
      a copy to the Company, a Certificate of Subsequent Sale substantially in the
      form attached hereto as Exhibit A,
      so that
      the Shares may be properly transferred.

     

    7.3 Indemnification.
      For the
      purpose of this Section 7.3:

    


    (i) the
      term
“Selling Stockholder” means the Investor and any affiliate of such
      Investor;

    


    (ii) the
      term
“Registration Statement” shall include the Prospectus in the form first filed
      with the SEC pursuant to Rule 424(b) of the Securities Act or filed as part
      of the Registration Statement at the time of effectiveness if no
      Rule 424(b) filing is required, and any exhibit, supplement or amendment
      included in or relating to the Registration Statement referred to in
      Section 7.1; and

    


    (iii) the
      term
“Untrue Statement” means any untrue statement or alleged untrue statement, or
      any omission or alleged omission to state in the Registration Statement or
      Prospectus a material fact required to be stated therein or necessary to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading.

     

    
      
        
        

      

      
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          18 -

        
          

        

      

      
        
        

      

    

     

    (a) The
      Company agrees to indemnify and hold harmless each Selling Stockholder, the
      officers, directors, agents, investment advisors, partners, members and
      employees of each of them, each individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited liability
      company, joint stock company, government (or an agency or subdivision thereof)
      or other entity of any kind (“Person”) who controls any such Investor (within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act) and the officers, directors, agents and employees of each such controlling
      Person, from and against any losses, claims, damages or liabilities to which
      such Selling Stockholder may become subject (under the Securities Act or
      otherwise) insofar as such losses, claims, costs (including without limitation
      reasonable attorneys fees), damages or liabilities (or actions or proceedings
      in
      respect thereof) arise out of, or are based upon (i) any breach of the
      representations or warranties of the Company contained herein or failure to
      comply with the covenants and agreements of the Company contained herein,
      (ii) any Untrue Statement, or (iii) any failure by the Company to
      fulfill any undertaking included in the Registration Statement as amended or
      supplemented from time to time, and the Company will reimburse such Selling
      Stockholder for any reasonable legal or other expenses reasonably incurred
      in
      investigating, defending or preparing to defend any such action, proceeding
      or
      claim, or preparing to defend any such action, proceeding or claim, provided,
      however,
      that
      the Company shall not be liable in any such case to the extent that such loss,
      claim, damage or liability arises out of, or is based upon, an Untrue Statement
      made in reliance upon and in conformity with written information furnished
      to
      the Company by or on behalf of such Selling Stockholder specifically for use
      in
      preparation of the Registration Statement, as amended or supplemented from
      time
      to time (including, without limitation, information set forth in the Investor
      Questionnaire), or the failure of such Selling Stockholder to comply with its
      covenants and agreements contained in Section 7.2 hereof respecting sale of
      the
      Shares or any statement or omission in any Prospectus that is corrected in
      any
      subsequent Prospectus that was delivered to the Selling Stockholder prior to
      the
      pertinent sale or sales by the Selling Stockholder. The Company shall reimburse
      each Selling Stockholder for the indemnifiable amounts provided for herein
      on
      demand as such expenses are incurred.

    


    (b) The
      Selling Stockholders, severally, and not jointly with any other Selling
      Stockholder, agrees to indemnify and hold harmless the Company (and each person,
      if any, who controls the Company within the meaning of Section 15 of the
      Securities Act, each officer of the Company who signs the Registration Statement
      and each director of the Company) from and against any losses, claims, damages
      or liabilities to which the Company (or any such officer, director or
      controlling person) may become subject (under the Securities Act or otherwise),
      insofar as such losses, claims, damages or liabilities (or actions or
      proceedings in respect thereof) arise out of, or are based upon, (i) any
      failure to comply with the covenants and agreements contained in
      Section 7.2 hereof respecting sale of the Shares, or (ii) any Untrue
      Statement if such Untrue Statement was made in reliance upon and in conformity
      with written information furnished by or on behalf of the Selling Stockholder
      specifically for use in preparation of the Registration Statement, as amended
      or
      supplemented from time to time (including, without limitation, information
      set
      forth in the Investor Questionnaire), and the Selling Stockholder will reimburse
      the Company (or such officer, director or controlling person), as the case
      may
      be, for any legal or other expenses reasonably incurred in investigating,
      defending or preparing to defend any such action, proceeding or claim. .
      Notwithstanding the foregoing, the Selling Stockholder’s aggregate obligation to
      indemnify the Company and such officers, directors and controlling persons
      shall
      be limited to the net amount received by the Selling Stockholder from the sale
      of the Shares pursuant to the Registration Statement less the amount of any
      other claims, damages or liabilities paid by the Selling Stockholder in
      connection with such Selling Stockholder’s sale of the Shares.

    


    (c) Promptly
      after receipt by any indemnified person of a notice of a claim or the beginning
      of any action in respect of which indemnity is to be sought against an
      indemnifying person pursuant to this Section 7.3, such indemnified person
      shall notify the indemnifying person in writing of such claim or of the
      commencement of such action, but the omission to so notify the indemnifying
      person will not relieve it from any liability which it may have to any
      indemnified person under this Section 7.3 (except to the extent that such
      omission materially and adversely affects the indemnifying person’s ability to
      defend such action) or from any liability otherwise than under this
      Section 7.3. Subject to the provisions hereinafter stated, in case any such
      action shall be brought against an indemnified person, the indemnifying person
      shall be entitled to participate therein, and, to the extent that it shall
      elect
      by written notice delivered to the indemnified person promptly after receiving
      the aforesaid notice from such indemnified person, shall be entitled to assume
      the defense thereof, with counsel reasonably satisfactory to such indemnified
      person. After notice from the indemnifying person to such indemnified person
      of
      its election to assume the defense thereof, such indemnifying person shall
      not
      be liable to such indemnified person for any legal expenses subsequently
      incurred by such indemnified person in connection with the defense thereof,
      provided,
      however,
      that if
      there exists or shall exist a conflict of interest that would make it
      inappropriate, in the opinion of counsel to the indemnified person, for the
      same
      counsel to represent both the indemnified person and such indemnifying person
      or
      any affiliate or associate thereof, the indemnified person shall be entitled
      to
      retain its own counsel at the expense of such indemnifying person; provided,
      however, that no indemnifying person shall be responsible for the fees and
      expenses of more than one separate counsel (together with appropriate local
      counsel) for all indemnified parties. In no event shall any indemnifying person
      be liable in respect of any amounts paid in settlement of any action unless
      the
      indemnifying person shall have approved the terms of such settlement;
provided
      that
      such consent shall not be unreasonably withheld or delayed. No indemnifying
      person shall, without the prior written consent of the indemnified person,
      effect any settlement of any pending or threatened proceeding in respect of
      which any indemnified person is or could have been a party and indemnification
      could have been sought hereunder by such indemnified person, unless such
      settlement includes an unconditional release of such indemnified person from
      all
      liability on claims that are the subject matter of such proceeding.

     

    
      
        
        

      

      
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    (d) If
      the
      indemnification provided for in this Section 7.3 is unavailable to or
      insufficient to hold harmless an indemnified person under subsection (a) or
      (b)
      above in respect of any losses, claims, damages or liabilities (or actions
      or
      proceedings in respect thereof) referred to therein, then each indemnifying
      person shall contribute to the amount paid or payable by such indemnified person
      as a result of such losses, claims, damages or liabilities (or actions in
      respect thereof) in such proportion as is appropriate to reflect the relative
      fault of the Company on the one hand and the Selling Stockholder, as well as
      any
      other Selling Shareholders under such Registration Statement on the other in
      connection with the statements or omissions or other matters which resulted
      in
      such losses, claims, damages or liabilities (or actions in respect thereof),
      as
      well as any other relevant equitable considerations. The relative fault shall
      be
      determined by reference to, among other things, in the case of an Untrue
      Statement, whether the Untrue Statement relates to information supplied by
      the
      Company on the one hand or an Selling Stockholder or other Selling Shareholder
      on the other and the parties’ relative intent, knowledge, access to information
      and opportunity to correct or prevent such Untrue Statement. The Company and
      the
      Selling Stockholder agree that it would not be just and equitable if
      contribution pursuant to this subsection (d) were determined by pro rata
      allocation (even if the Selling Stockholder and other Selling Shareholders
      were
      treated as one entity for such purpose) or by any other method of allocation
      which does not take into account the equitable considerations referred to above
      in this subsection (d). The amount paid or payable by an indemnified person
      as a
      result of the losses, claims, damages or liabilities (or actions in respect
      thereof) referred to above in this subsection (d) shall be deemed to include
      any
      legal or other expenses reasonably incurred by such indemnified person in
      connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this subsection (d), the Selling Stockholder
      shall not be required to contribute any amount in excess of the amount by which
      the net amount received by the Selling Stockholder from the sale of the Shares
      to which such loss relates exceeds the amount of any damages which such Selling
      Stockholder has otherwise been required to pay by reason of such Untrue
      Statement. No person guilty of fraudulent misrepresentation (within the meaning
      of Section 11(f) of the Securities Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation. The
      Selling Stockholder’s obligations in this subsection to contribute shall be in
      proportion to its sale of Shares to which such loss relates and shall not be
      joint with any other Selling Shareholders.

    


    (e) The
      parties to this Agreement hereby acknowledge that they are sophisticated
      business persons who were represented by counsel during the negotiations
      regarding the provisions hereof including, without limitation, the provisions
      of
      this Section 7.3, and are fully informed regarding said provisions. They
      further acknowledge that the provisions of this Section 7.3 fairly allocate
      the risks in light of the ability of the parties to investigate the Company
      and
      its business in order to assure that adequate disclosure is made in the
      Registration Statement as required by the Securities Act and the Exchange Act.
      The parties are advised that federal or state public policy as interpreted
      by
      the courts in certain jurisdictions may be contrary to certain of the provisions
      of this Section 7.3, and the parties hereto hereby expressly waive and
      relinquish any right or ability to assert such public policy as a defense to
      a
      claim under this Section 7.3 and further agree not to attempt to assert any
      such defense.

    


    7.4 Termination
      of Conditions and Obligations.
      The
      conditions precedent imposed by Section 5 or this Section 7 upon the
      transferability of the Shares shall cease and terminate as to any particular
      number of the Shares when such Shares shall have been effectively registered
      under the Securities Act and sold or otherwise disposed of in accordance with
      the intended method of disposition set forth in the Registration Statement
      covering such Shares or at such time as an opinion of counsel reasonably
      satisfactory to the Company shall have been rendered to the effect that such
      conditions are not necessary in order to comply with the Securities
      Act.

    


    7.5 Information
      Available.
      So long
      as the Registration Statement is effective covering the resale of Shares owned
      by the Investor, the Company will furnish or make available to the
      Investor:

    


    (a) as
      soon
      as practicable after it is available, one copy of (i) its Annual Report to
      Stockholders (which Annual Report shall contain financial statements audited
      in
      accordance with generally accepted accounting principles by a national firm
      of
      certified public accountants), (ii) its Annual Report on Form 10-K and
      (iii) its Quarterly Reports on Form 10-Q (the foregoing, in each case,
      excluding exhibits);

     

    
      
        
        

      

      
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    (b) upon
      the
      request of the Investor, all exhibits excluded by the parenthetical to
      subparagraph (a) of this Section 7.5 as filed with the SEC and all
      other information that is made available to shareholders; and

    


    (c) upon
      the
      reasonable request of the Investor, the President or the Chief Financial Officer
      of the Company (or an appropriate designee thereof) will meet with the Investor
      or a representative thereof at the Company’s headquarters to discuss all
      information relevant for disclosure in the Registration Statement covering
      the
      Shares and will otherwise cooperate with any Investor conducting an
      investigation for the purpose of reducing or eliminating such Investor’s
      exposure to liability under the Securities Act, including the reasonable
      production of information at the Company’s headquarters; provided, that the
      Company shall not be required to disclose any confidential information to or
      meet at its headquarters with any Investor until and unless the Investor shall
      have entered into a confidentiality agreement in form and substance reasonably
      satisfactory to the Company with the Company with respect thereto.

    


    7.6 Legend;
      Restrictions on Transfer.
      The
      certificate or certificates for the Shares (and any securities issued in respect
      of or exchange for the Shares) shall be subject to a legend or legends
      restricting transfer under the Securities Act and referring to restrictions
      on
      transfer herein, such legend to be substantially as follows:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT SECURED BY SUCH SECURITIES.

     

    The
      Company and the Investor acknowledge and agree that the Investor may, as
      permitted by law, from time to time pledge pursuant to a bona fide margin
      agreement or grant a security interest in some or all of the Shares and, if
      required under the terms of such arrangement, Investor may, as permitted by
      law,
      transfer pledged or secured Shares to the pledgees or secured parties. So long
      as Investor is not an affiliate of the Company, such a pledge or transfer would
      not be subject to approval or consent of the Company, provided that, upon the
      request of the Company, a legal opinion of legal counsel to the pledgee, secured
      party or pledgor shall be obtained. At the Investor’s expense, so long as the
      Shares are subject to the legend required by this Section 7.6, the Company
      will
      use its reasonable commercial efforts to execute and deliver such reasonable
      documentation as a pledgee or secured party of Shares may reasonably request
      in
      connection with a pledge or transfer of the Shares including such amendments
      or
      supplements to the Registration Statement and Prospectus as may be reasonably
      required. The foregoing does not affect Investor’s obligations pursuant to
      Section 7.2(a).

    


    7.7 Liquidated
      Damages.
      The
      Company and Investor agree that Investor will suffer damages if the Company
      fails to fulfill its obligations pursuant to Section 7.1 and 7.2 hereof and
      that
      it would not be possible to ascertain the extent of such damages with precision.
      Accordingly, the Company hereby agrees to pay liquidated damages (“Liquidated
      Damages”) to Investor under the following circumstances: (a) if the Registration
      Statement is not filed by the Company on or prior to 30 days after the Closing
      Date (such an event, a “Filing Default”); (b) if the Registration Statement is
      not declared effective by the SEC on or prior to the earlier of (i)
      the
      fifth trading day following the date the Company is notified by the SEC that
      the
      Registration Statement will not be reviewed or is no longer subject to review
      and (ii) 120 days after the Closing Date
      (such an
      event, an “Effectiveness Default”); and/or (c) if the Registration Statement
      (after its effectiveness date) ceases to be effective and available to Investor
      for any continuous period that exceeds 30 days or for one or more period that
      exceeds in the aggregate 60 days in any 12-month period (such an event, a
“Suspension Default” and together with a Filing Default and an Effectiveness
      Default, a “Registration Default”). In the event of a Registration Default, the
      Company shall as Liquidated Damages pay to Investor, for each 30-day period
      of a
      Registration Default, an amount in cash equal to 1% of the aggregate purchase
      price paid by Investor pursuant to this Agreement up to a maximum of 10% of
      the
      aggregate purchase price, provided that Liquidation Damages shall not be payable
      in relation to any Shares not owned by the Investor at the time of the
      Registration Default. The Company shall pay the Liquidated Damages as follows:
      (i) in connection with a Filing Default, on the 60th
      day
      after the Closing Date, and each 30th day thereafter until the Registration
      Statement is filed with the SEC; (ii) in connection with an Effectiveness
      Default, on the 6th trading day after notice of no review by the SEC or the
      121st
      day
      after the Closing Date, as the case may be, and each 30th day thereafter until
      the Registration Statement is declared effective by the SEC; or (iii) in
      connection with a Suspension Default, on either (x) the 31st
      consecutive day of any Suspension or (y) the 61st
      day (in
      the aggregate) of any Suspensions in any 12-month period, and each
      30th
      day
      thereafter until the Suspension is terminated in accordance with Section 7.2.
      Notwithstanding the foregoing, all periods shall be tolled during delays
      directly caused by the action or inaction of any Investor, and the Company
      shall
      have no liability to any Investor in respect of any such delay. The Liquidated
      Damages payable herein shall apply on a pro rata basis for any portion of a
      30-day period of a Registration Default.

     

    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    

     

    7.8
       Legend
      Removal.
      

    


    (a) The
      legend set forth in Section 7.6 shall be removed and the Company shall issue
      a
      certificate without such legend or any other legend to the holder of the Shares
      (whose name is listed in the selling security holders section of the
      Registration Statement), if (a) such Shares are registered for resale under
      the
      Securities Act and the Registration Statement is effective, (ii) in connection
      with a sale, assignment or other transfer, such holder provides the Company
      with
      an opinion of counsel, in a form reasonably acceptable to the Company, to the
      effect that such sale, assignment or transfer of the Shares, as the case may
      be,
      may be made without registration under the applicable requirements of the
      Securities Act, or (iii) such holder provides the Company with reasonable
      assurance that such Shares, as the case may be, can be sold, assigned or
      transferred pursuant to Rule 144. 

    


    (b) The
      Company agrees that it shall, on the same day as the Registration Statement
      being declared effective if declared effective before 4:00 PM EST or the next
      business day after the Registration Statement is declared effective if declared
      effective after 4:00 PM EST, deliver to its transfer agent an opinion letter
      of
      Company counsel, opining that at any time the Registration Statement is
      effective, the transfer agent shall be authorized to issue, in connection with
      the sale of the Shares, certificates representing such securities without
      restrictive legend, provided the Shares are to be sold pursuant to the
      Prospectus contained in the Registration Statement and the Investor acknowledges
      its obligation to comply with applicable prospectus delivery requirements.
      Upon
      receipt of such opinion, the Company shall cause the transfer agent to confirm,
      for the benefit of the Investor, that no further opinion of counsel is required
      at the time of transfer in order to issue certificates for the Shares without
      restrictive legend. Following the effective date of the Registration Statement
      or at such earlier time as a legend is no longer required for the Shares, and
      prior to a transfer under the prospectus contained in the Registration
      Statement, the Company will use its commercially reasonable efforts following
      the delivery by the Investor to the Company or the Company’s transfer agent of a
      legended certificate representing the Shares, to deliver or cause to be
      delivered to the Investor, in Investor’s name, a certificate representing such
      Shares that is free from all restrictive and other legends. Following the
      effective date of the Registration Statement and upon the delivery to the
      Investor of any certificate representing Shares that is free from all
      restrictive and other legends, the Investor agrees that any sale or transfer
      of
      such securities shall be made pursuant to the effective Registration Statement
      and, in compliance with applicable prospectus delivery requirements, and in
      accordance with the plan of distribution described therein or pursuant to an
      available exemption from the registration requirements of the Securities Act.
      

    


    (c) The
      Company shall cause its transfer agent to issue a certificate without any
      restrictive legend to a purchaser or transferee of any Shares from the Investor,
      if (a) the sale or transfer of such securities is registered under the
      Registration Statement (including registration pursuant to Rule 415 under the
      Securities Act) and the Investor has delivered a Certificate of Subsequent
      Sale
      to the transfer agent; (b) the holder has provided the Company with an opinion
      of counsel, in form, substance and scope customary for opinions of counsel
      in
      comparable transactions, to the effect that a public sale or transfer of such
      securities may be made without registration under the Securities Act; or (c)
      such securities are sold in compliance with Rule 144 under the Securities Act.
      In addition, the Company shall, at the request of the Investor, remove the
      restrictive legend from any Shares held by the Investor following the expiration
      of the holding period required by Rule 144 under the Securities Act (or any
      successor rule), if not previously removed.

     

    
      
        
        

      

      
        -
          22 -

        
          

        

      

      
        
        

      

    

     

    (d) The
      Investor will indemnify the Company and hold the Company and its directors,
      officers, shareholders, employees and agents (each a “Company Party”) harmless
      form any and all losses, liabilities, obligations, claims, contingencies,
      damages, costs and expenses, including all judgments, amounts paid in
      settlements, court costs, administrative hearing costs, and reasonable
      attorneys’ fees and costs of investigation (collectively “Losses”) that any
      Company Party may suffer or incur as a result of or relating to any breach
      by
      the Investor of its prospectus delivery obligations under the Securities Act
      in
      respect of the sale or transfer of the Shares.

    


    8. Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be mailed (A) if within the United States by first-class
      registered or certified airmail, or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if delivered from outside
      the United States, by International Federal Express (or other recognized
      international express courier) or facsimile, and shall be deemed given
      (i) if delivered by first-class registered or certified mail, three
      business days after so mailed, (ii) if delivered by nationally recognized
      overnight carrier, one business day after so mailed, (iii) if delivered by
      International Federal Express (or other recognized international express
      courier), two business days after so mailed, (iv) if delivered by
      facsimile, upon electronic confirmation of receipt and shall be delivered as
      addressed as follows:

    


    (a)  
      if
      to the
      Company, to:

    


    ParkerVision,
      Inc.

    7915
      Baymeadows Way

    Jacksonville,
      FL 32256 

    Attn:
      Jeffrey Parker and Cindy Poehlman

    


    (b)  
      with
      a
      copy to:

    


    Graubard
      Miller

    405
      Lexington Avenue, 19th
      Floor

    New
      York,
      NY 10174

    Attn:
      David Alan Miller

    


    (c)  
      if
      to the
      Investor, at its address on the signature page hereto, or at such other address
      or addresses as may have been furnished to the Company in writing.

    


    9. Changes.
      This
      Agreement may be modified, amended or waived only pursuant to a written
      instrument signed by the Company and (a) Investors holding a majority of the
      Shares issued and sold in the Offering, provided
      that
      such
      modification, amendment or waiver is made with respect to all Agreements and
      does not adversely affect the Investor without adversely affecting all Investors
      in a similar manner; or (b) the Investor.

    


    10. Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.

    


    11. Severability.
      In case
      any provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.

    


    12. Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Florida, without giving effect to the principles of
      conflicts of law.

     

    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    

     

    13. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties. In
      the
      event that any signature is delivered by facsimile transmission, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile signature page were an original thereof.

    


    14. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto and
      supersedes any prior understandings or agreements concerning the purchase and
      sale of the Shares and the resale registration of the Shares.

    


    15. Rule
      144.
      The
      Company covenants that it will timely file the reports required to be filed
      by
      it under the Securities Act and the Exchange Act and the rules and regulations
      adopted by the SEC thereunder (or, if the Company is not required to file such
      reports, it will, upon the request of any Investor holding Shares purchased
      hereunder, make publicly available such information as necessary to permit
      sales
      pursuant to Rule 144 under the Securities Act), and it will take such further
      action as any such Investor may reasonably request, all to the extent required
      from time to time to enable such Investor to sell Shares purchased hereunder
      without registration under the Securities Act within the limitation of the
      exemptions provided by (a) Rule 144 under the Securities Act, as such Rule
      may
      be amended from time to time, or (b) any similar rule or regulation hereafter
      adopted by the SEC. Upon the request of the Investor, the Company will deliver
      to such holder a written statement as to whether it has complied with such
      information and requirements.

    


    16. Confidential
      Information.
      

    


    (a) The
      Investor represents to the Company that, at all times during the Company’s
      offering of the Shares, the Investor has maintained in confidence all non-public
      information regarding the Company received by the Investor from the Company
      or
      its agents provided in connection with the offering of the Shares, and covenants
      that it will continue to maintain in confidence such information until such
      information (a) becomes generally publicly available other than through a
      violation of this provision by the Investor or its agents or (b) is
      required to be disclosed in legal proceedings (such as by deposition,
      interrogatory, request for documents, subpoena, civil investigation demand,
      filing with any governmental authority or similar process), provided, however,
      that before making any use or disclosure in reliance on this subparagraph (b)
      the Investor shall give the Company at least fifteen (15) days prior written
      notice (or such shorter period as required by law) specifying the circumstances
      giving rise thereto and will furnish only that portion of the non-public
      information which is legally required and will exercise its reasonable
      commercial efforts to obtain reliable assurance that confidential treatment
      will
      be accorded any non-public information so furnished.

    


    (b) The
      Company shall on the Closing Date or the morning of the next day issue a press
      release disclosing the material terms of the transactions contemplated hereby
      (including at least the number of Shares sold and proceeds therefrom) and all
      material non-public information disclosed to the Investors. The Company shall
      not publicly disclose the name of Investor, or its investment advisor, if
      applicable, or include the name of Investor, or its investment advisor, if
      applicable, in any filing with the SEC or any state and federal regulatory
      agency or the Nasdaq (other than the filing of the Agreements with the SEC
      pursuant to the Exchange Act and the registration statement to be filed under
      Section 7.1 hereof), without the prior written consent of Investor, except
      to
      the extent such disclosure is required by law, regulation or Nasdaq regulations
      or requested by the SEC. The Company will make such other filings and notices
      in
      the manner and time required by law, regulation or Nasdaq
      regulations.

    


    (c) The
      Company agrees, that, following the Closing, it will not provide the Investor
      with any material non-public information about the Company without the prior
      consent of the Investor.

    


    17.  No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    
      
        
        

      

      
        -
          24 -

        
          

        

      

      
        
        

      

    

     

    18. Knowledge.
      The
      term “knowledge” in this Agreement shall mean the knowledge of the directors and
      officers of the Company after due inquiry.

    


    19. Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor under this Agreement is several and not joint
      with
      the obligations of any other Investor, and no Investor shall be responsible
      in
      any way for the performance of the obligations of any other Investor under
      this
      Agreement. The decision of each Investor to purchase Shares pursuant to this
      Agreement has been made by such Investor independently of any other Investor.
      Nothing contained herein, and no action taken by any Investor pursuant hereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Agreement. Each Investor
      acknowledges that no other Investor has acted as agent for such Investor in
      connection with making its investment hereunder and that no Investor will be
      acting as agent of such Investor in connection with monitoring its investment
      in
      the Shares or enforcing its rights under the Agreement. Each Investor shall
      be
      entitled to independently protect and enforce its rights, including without
      limitation the rights arising out of this Agreement, and it shall not be
      necessary for any other Investor to be joined as an additional party in any
      proceeding for such purpose. The Company acknowledges that each of the Investors
      has been provided with the same Agreements for the purpose of closing a
      transaction with multiple Investors and not because it was required or requested
      to do so by any Investor.

    


    20.
       Limitation
      of Liability.
      Notwithstanding anything herein to the contrary, the Company acknowledges and
      agrees that the liability of an Investor arising directly or indirectly, under
      this Agreement of any and every nature whatsoever shall be satisfied solely
      out
      of the assets of such Investor, and that no trustee, officer, other investment
      vehicle or any other affiliate of such Investor or any investor, shareholder
      or
      holder of shares of beneficial interest of such Investor shall be personally
      liable for any liabilities of such Investor.

     

    
      
        
        

      

      
        -
          25 -

        
          

        

      

      
        
        

      

    

    


    ParkerVision,
      Inc. 

    


    INVESTOR
      QUESTIONNAIRE

    


    (ALL
      INFORMATION WILL BE TREATED CONFIDENTIALLY)

    


    
      	To:	
              ParkerVision,
                Inc.

              7915
                Baymeadows Way

              Jacksonville,
                FL 32256

            


    

     

    This
      Investor Questionnaire (“Questionnaire”) must be completed by each potential
      investor in connection with the offer and sale of the shares of the common
      stock, par value $.01 per share, of ParkerVision, Inc. (the “Securities”). The
      Securities are being offered and sold by ParkerVision, Inc. (the “Corporation”)
      without registration under the Securities Act of 1933, as amended (the “Act”),
      and the securities laws of certain states, in reliance on the exemptions
      contained in Section 4(2) of the Act and on Regulation D promulgated
      thereunder and in reliance on similar exemptions under applicable state laws.
      The Corporation must determine that a potential investor meets certain
      suitability requirements before offering or selling Securities to such investor.
      The purpose of this Questionnaire is to assure the Corporation that each
      investor will meet the applicable suitability requirements. The information
      supplied by you will be used in determining whether you meet such criteria,
      and
      reliance upon the private offering exemption from registration is based in
      part
      on the information herein supplied.

    


    This
      Questionnaire does not constitute an offer to sell or a solicitation of an
      offer
      to buy any security. Your answers will be kept strictly confidential. However,
      by signing this Questionnaire you will be authorizing the Corporation to provide
      a completed copy of this Questionnaire to such parties as the Corporation deems
      appropriate in order to ensure that the offer and sale of the Securities will
      not result in a violation of the Act or the securities laws of any state and
      that you otherwise satisfy the suitability standards applicable to purchasers
      of
      the Securities. All potential investors must answer all applicable questions
      and
      complete, date and sign this Questionnaire. Please print or type your responses
      and attach additional sheets of paper if necessary to complete your answers
      to
      any item.

    


    A. BACKGROUND
      INFORMATION

     

    
      	Name:	 


    

     

    
      	Business
              Address: 	 
	 	
              (Number
                and Street)

            


    

     

    
      	 	 	 
	
              (City)

            	
               (State)

            	
               (Zip
                Code)

            
	 	 	 


    

     

    
      	Telephone
              Number: (___) 	 


    

     

    
      	 	 
	Residence
              Address:	 
	 	
              (Number
                and
                Street)

            


    

     

    
      	 	 	 
	
              (City)

            	
               (State)

            	
               (Zip
                Code)

            
	 	 	 


    

     

    
      	 Telephone
              Number: (___) 	 


    

     

    
      	
              If
                an individual:

            	 


    

    
      	 	 	 	 	 	 	 	 
	
               Age:

            	
               

            	 	
              Citizenship:

            	 	 	
              Where
                registered to vote:

            	 


    

     

    
      
        
        

      

      
        -
          26 -

        
          

        

      

      
        
        

      

    

     

    If
      a
      corporation, partnership, limited liability company, trust or other
      entity:

     

    
      
        	
                Type
                  of entity:

              	 


         

        
          	
                  State
                    of information: 

                	 	 
	 	 
	Social
                  Security or Taxpayer Identification No.	 
	 	 


        

         

        
          	Send
                  all
                  correspondence to (check one):	 	
                  Residence
                    Address 

                	 	
                  Business
                    Address

                


        

         

        
          	Current ownership of
                  securities of
                  the Corporation:


        

         

        
          	 	 	
                  shares
                    of common stock, par value $.01 per share (the “Common
                    Stock”)

                


        

         

        
          	 	 options
                  to purchase	 	
                  shares
                    of Common Stock.

                


        

         

        
          	Name(s)
                  of persons with voting and selling authority:	 


        

         

      

    

    B. STATUS
      AS ACCREDITED INVESTOR

    


    The
      undersigned is an “accredited investor” as such term is defined in Regulation D
      under the Act, as at the time of the sale of the Securities the undersigned
      falls within one or more of the following categories (Please
      initial one or more, as applicable):

     

    ____
      (1) a
      bank as
      defined in Section 3(a)(2) of the Act, or a savings and loan association or
      other institution as defined in Section 3(a)(5)(A) of the Act whether
      acting in its individual or fiduciary capacity; a broker or dealer registered
      pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance
      company as defined in Section 2(13) of the Act; an investment company
      registered under the Investment Corporation Act of 1940 or a business
      development company as defined in Section 2(a)(48) of that Act; a Small
      Business Investment Corporation licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act of 1958; a plan established and maintained by a state, its political
      subdivisions, or any agency or instrumentality of a state or its political
      subdivisions for the benefit of its employees, if such plan has total assets
      in
      excess of $5,000,000; an employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974 if the investment decision
      is
      made by a plan fiduciary, as defined in Section 3(21) of such Act, which is
      either a bank, savings and loan association, insurance company, or registered
      investment adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000 or, if a self-directed plan, with the investment decisions made
      solely by persons that are accredited investors;

    


    ____
      (2) a
      private
      business development company as defined in Section 202(a)(22) of the
      Investment Adviser Act of 1940;

    


    ____
      (3) an
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the Securities
      offered, with total assets in excess of $5,000,000;

    


    ____
      (4) a
      natural
      person whose individual net worth, or joint net worth with that person’s spouse,
      at the time of such person’s purchase of the Securities exceeds
      $1,000,000;

    


    ____
      (5) a
      natural
      person who had an individual income in excess of $200,000 in each of the two
      most recent years or joint income with that person’s spouse in excess of
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year;

                                                             
      

    
      1
        As used
        in this Questionnaire, the term “net worth” means the excess of total assets
        over total liabilities. In computing net worth for the purpose of subsection
        (4), the principal residence of the investor must be valued at cost, including
        cost of improvements, or at recently appraised value by an institutional
        lender
        making a secured loan, net of encumbrances. In determining income, the investor
        should add to the investor’s adjusted gross income any amounts attributable to
        tax exempt income received, losses claimed as a limited partner in any limited
        partnership, deductions claimed for depiction, contributions to an IRA or
        KEOGH
        retirement plan, alimony payments, and any amount by which income from long-term
        capital gains has been reduced in arriving at adjusted gross
        income.

       

    

    
      
        
        

      

      
        -
          27 -

        
          

        

      

      
        
        

      

    

     

    ____
      (6) a
      trust,
      with total assets in excess of $5,000,000, not formed for the specific purpose
      of acquiring the Securities offered, whose purchase is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
      and

    


    ____
      (7) an
      entity
      in which all of the equity owners are accredited investors (as defined
      above).

    


    C. REPRESENTATIONS

    


    The
      undersigned hereby represents and warrants to the Corporation as
      follows:

    


    
      	
              1.

            	
              Any
                purchase of the Securities would be solely for the account of the
                undersigned and not for the account of any other person or with a
                view to
                any resale, fractionalization, division, or distribution
                thereof.

            


    

    


    
      	
              2.

            	
              The
                information contained herein is complete and accurate and may be
                relied
                upon by the Corporation, and the undersigned will notify the Corporation
                immediately of any material change in any of such information occurring
                prior to the closing, if any, with respect to the purchase of Securities
                by the undersigned or any
                co-purchaser.

            


    

    


    
      	
              3.

            	
              There
                are no suits, pending litigation, or claims against the undersigned
                that
                could materially affect the net worth of the undersigned as reported
                in
                this Questionnaire.

            


    

    


    
      	
              4.

            	
              The
                undersigned acknowledges that there may occasionally be times when
                the
                Corporation determines that it must suspend the use of the Prospectus
                forming a part of the Registration Statement (as such terms are defined
                in
                the Stock Purchase Agreement to which this Questionnaire is attached),
                as
                set forth in Section 7.2(c) of the Stock Purchase Agreement. The
                undersigned is aware that, in such event, the Securities will not
                be
                subject to ready liquidation, and that any Securities purchased by
                the
                undersigned would have to be held during such suspension. The overall
                commitment of the undersigned to investments which are not readily
                marketable is not excessive in view of the undersigned’s net worth and
                financial circumstances, and any purchase of the Securities will
                not cause
                such commitment to become excessive. The undersigned is able to bear
                the
                economic risk of an investment in the
                Securities.

            


    

    


    
      	
              5.

            	
              The
                undersigned has carefully considered the potential risks relating
                to the
                Corporation and a purchase of the Securities, and fully understands
                that
                the Securities are speculative investments which involve a high degree
                of
                risk of loss of the undersigned’s entire investment. Among others, the
                undersigned has carefully considered each of the risks identified
                in
                Exhibit 99.1 to the Annual Report on Form 10-K for the year ended
                December
                31, 2006 and the Quarterly Report on Form 10-Q for the quarter ended
                September 30, 2007, but is nevertheless entitled to rely upon the
                representations, warranties and covenants contained in the Stock
                Purchase
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Questionnaire this ____
      day
      of ________________, 2008, and declares under oath that it is truthful and
      correct.

     

    
      
        	 	 	
                                                                                                                                     

                Print
                  Name

                


                By:                                                                                                             
                   

                Signature

                


                Title:                                                                                                           
                  

                (required
                  for any purchaser that is a 

                corporation,
                  partnership, trust or other 

                entity)

              


      

    

     

     

    
      
        
        

      

      
        -
          28 -

        
          

        

      

      
        
        

      

    

    


    [Company
      Letterhead]

    


    


    _________,
      200_

     

    Re: ParkerVision,
      Inc.; Registration Statement on Form S-3

    


    Dear
      Selling Shareholder:

    


    Enclosed
      please find five (5) copies of a prospectus dated ______________, 200[__] (the
      “Prospectus”)
      for
      your use in reselling your shares of common stock, $.01 par value (the
“Shares”),
      of
      ParkerVision, Inc. (the “Company”),
      under
      the Company’s Registration Statement on Form S-3 (Registration No. 333- ) (the
“Registration
      Statement”),
      which
      has been declared effective by the Securities and Exchange Commission.
As
      a selling shareholder under the Registration Statement, you have an obligation
      to deliver a copy of the Prospectus to each purchaser of your Shares, either
      directly or through the broker-dealer who executes the sale of your
      Shares.

    


    The
      Company is obligated to notify you in the event that it suspends trading under
      the Registration Statement in accordance with the terms of the Stock Purchase
      Agreement between the Company and you. During the period that the Registration
      Statement remains effective and trading thereunder has not been suspended,
      you
      will be permitted to sell your Shares which are included in the Prospectus
      under
      the Registration Statement. Upon a sale of any Shares under the Registration
      Statement, you or your broker will be required to deliver to the Transfer Agent,
      [Name of Transfer Agent] (1) your restricted stock certificate(s) representing
      the Shares, (2) instructions for transfer of the Shares sold, and (3) a
      representation letter from your broker, or from you if you are selling in a
      privately negotiated transaction, or from such other appropriate party, in
      the
      form of Exhibit A
      attached
      hereto (the “Representation Letter”). The Representation Letter confirms that
      the Shares have been sold pursuant to the Registration Statement and in a manner
      described under the caption “Plan of Distribution” in the Prospectus and that
      such sale was made in accordance with all applicable securities laws, including
      the prospectus delivery requirements.

    


    Please
      note that you are under no obligation to sell your Shares during the
      registration period. However, if you do decide to sell, you must comply with
      the
      requirements described in this letter or otherwise applicable to such sale.
      Your
      failure to do so may result in liability under the Securities Act of 1933,
      as
      amended, and the Securities Exchange Act of 1934, as amended. Please remember
      that all sales of your Shares must be carried out in the manner set forth under
      the caption “Plan of Distribution” in the Prospectus if you sell under the
      Registration Statement. The Company may require an opinion of counsel reasonably
      satisfactory to the Company if you choose another method of sale. You
      should consult with your own legal advisor(s) on an ongoing basis to ensure
      your
      compliance with the relevant securities laws and
      regulations.

    


    In
      order to maintain the accuracy of the Prospectus, you must notify the
      undersigned upon the sale, gift, or other transfer of any Shares by you,
      including the number of Shares being transferred, and in the event of any other
      change in the information regarding you which is contained in the Prospectus.
      For example, you must notify the undersigned if you enter into any arrangement
      with a broker-dealer for the sale of shares through a block trade, special
      offering, exchange distribution or secondary distribution or a purchase by
      a
      broker-dealer. Depending on the circumstances, such transactions may require
      the
      filing of a supplement to the prospectus in order to update the information
      set
      forth under the caption “Plan of Distribution” in the
      Prospectus.

    


    Should
      you need any additional copies of the Prospectus, or if you have any questions
      concerning the foregoing, please write to me at ParkerVision, Inc., 7915
      Baymeadows Way, Jacksonville, FL 32256.  Thank you.

     

    
      	 	 	Sincerely,


    

     

    
      
        
        

      

      
        -
          29 -

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    CERTIFICATE
      OF SUBSEQUENT SALE

    


    [Name
      of
      Transfer Agent]

    [Address
      of Transfer Agent]

     

    
      	 	
              RE:

            	
              Sale
                of Shares of Common Stock of ParkerVision, Inc. (the “Company”) pursuant
                to the

              Company’s
                Prospectus dated _____________, 200[__] (the
                “Prospectus”)

            


    

     

    Dear
      Sir/Madam:

    


    The
      undersigned hereby certifies, in connection with the sale of shares of Common
      Stock of the Company included in the table of Selling Shareholders in the
      Prospectus, that the undersigned has sold the shares pursuant to the Prospectus
      and in a manner described under the caption “Plan of Distribution” in the
      Prospectus and that such sale complies with all securities laws applicable
      to
      the undersigned, including, without limitation, the Prospectus delivery
      requirements of the Securities Act of 1933, as amended.

     

     

    
      	Selling Shareholder (the beneficial
              owner): 	 	 
	 	 	 
	Record Holder (e.g., if held in name
              of
              nominee):	 	 
	 	 	 
	Restricted Stock Certificate No(s):	 	 
	 	 	 
	Number of Shares Sold: 	 	 
	 	 	 
	Date of Sale:	 	 
	 	 	 


    

     

    In
      the
      event that you receive a stock certificate(s) representing more shares of Common
      Stock than have been sold by the undersigned, then you should return to the
      undersigned a newly issued certificate for such excess shares in the name of
      the
      Record Holder and BEARING
      A RESTRICTIVE LEGEND.
      Further, you should place a stop transfer on your records with regard to such
      certificate.

     

    
      	 	
              Very truly yours,

            
	 	 
	Dated:                                                                    	By:                                                                             
	 	 
	 	Print
              Name:                                                              
	 	 
	 	Title:                                                                          
	 	 


    

     

    
      	cc:	
              ParkerVision,
                Inc.

              7915
                Baymeadows Way

              Jacksonville,
                FL 32256

              Attn:
                [_____________]

            


    

     

    
      
        
        

      

      
        -
          30 -

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    FORM
      OF PLAN OF DISTRIBUTION

     

    The
      selling stockholders, which as used herein includes donees, pledgees,
      transferees or other successors-in-interest selling shares of common stock
      or
      interests in shares of common stock received after the date of this prospectus
      from a selling stockholder as a gift, pledge, partnership distribution or other
      transfer, may, from time to time, sell, transfer or otherwise dispose of any
      or
      all of their shares of common stock or interests in shares of common stock
      on
      any stock exchange, market or trading facility on which the shares are traded
      or
      in private transactions. These dispositions may be at fixed prices, at
      prevailing market prices at the time of sale, at prices related to the
      prevailing market price, at varying prices determined at the time of sale,
      or at
      negotiated prices.

    


    The
      selling stockholders may use any one or more of the following methods when
      disposing of shares or interests therein:

    


    -
      ordinary brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

    


    -
      block
      trades in which the broker-dealer will attempt to sell the shares as agent,
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction;

    


    -
      purchases by a broker-dealer as principal and resale by the broker-dealer for
      its account;

    


    -
      an
      exchange distribution in accordance with the rules of the applicable
      exchange;

    


    -
      privately negotiated transactions;

    


    -
      short
      sales effected after the date the registration statement of which this
      Prospectus is a part is declared effective by the SEC;

    


    -
      through
      the writing or settlement of options or other hedging transactions, whether
      through an options exchange or otherwise;

    


    -
      broker-dealers may agree with the selling stockholders to sell a specified
      number of such shares at a stipulated price per share;

    


    -
      a
      combination of any such methods of sale; and

    


    -
      any
      other method permitted pursuant to applicable law.

    


    The
      selling stockholders may, from time to time, pledge or grant a security interest
      in some or all of the shares of common stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of common stock, from time to time, under this
      prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
      other applicable provision of the Securities Act amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus. The selling stockholders also
      may
      transfer the shares of common stock in other circumstances, in which case the
      transferees, pledgees or other successors in interest will be the selling
      beneficial owners for purposes of this prospectus.

    


    In
      connection with the sale of our common stock or interests therein, the selling
      stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The selling
      stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The selling
      stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    
      
        
        

      

      
        -
          31 -

        
          

        

      

      
        
        

      

    

     

    The
      aggregate proceeds to the selling stockholders from the sale of the common
      stock
      offered by them will be the purchase price of the common stock less discounts
      or
      commissions, if any. Each of the selling stockholders reserves the right to
      accept and, together with their agents from time to time, to reject, in whole
      or
      in part, any proposed purchase of common stock to be made directly or through
      agents. We will not receive any of the proceeds from this offering. Upon any
      exercise of the warrants by payment of cash, however, we will receive the
      exercise price of the warrants.

    


    The
      selling stockholders also may resell all or a portion of the shares in open
      market transactions in reliance upon Rule 144 under the Securities Act of 1933,
      provided that they meet the criteria and conform to the requirements of that
      rule.

    


    The
      selling stockholders and any underwriters, broker-dealers or agents that
      participate in the sale of the common stock or interests therein may be
      "underwriters" within the meaning of Section 2(11) of the Securities Act. Any
      discounts, commissions, concessions or profit they earn on any resale of the
      shares may be underwriting discounts and commissions under the Securities Act.
      Selling stockholders who are "underwriters" within the meaning of Section 2(11)
      of the Securities Act will be subject to the prospectus delivery requirements
      of
      the Securities Act.

    


    To
      the
      extent required, the shares of our common stock to be sold, the names of the
      selling stockholders, the respective purchase prices and public offering prices,
      the names of any agents, dealer or underwriter, any applicable commissions
      or
      discounts with respect to a particular offer will be set forth in an
      accompanying prospectus supplement or, if appropriate, a post-effective
      amendment to the registration statement that includes this
      prospectus.

    


    In
      order
      to comply with the securities laws of some states, if applicable, the common
      stock may be sold in these jurisdictions only through registered or licensed
      brokers or dealers. In addition, in some states the common stock may not be
      sold
      unless it has been registered or qualified for sale or an exemption from
      registration or qualification requirements is available and is complied
      with.

    


    We
      have
      advised the selling stockholders that the anti-manipulation rules of Regulation
      M under the Exchange Act may apply to sales of shares in the market and to
      the
      activities of the selling stockholders and their affiliates. In addition, we
      will make copies of this prospectus (as it may be supplemented or amended from
      time to time) available to the selling stockholders for the purpose of
      satisfying the prospectus delivery requirements of the Securities Act. The
      selling stockholders may indemnify any broker-dealer that participates in
      transactions involving the sale of the shares against certain liabilities,
      including liabilities arising under the Securities Act.

    


    We
      have
      agreed to indemnify the selling stockholders against liabilities, including
      liabilities under the Securities Act and state securities laws, relating to
      the
      registration of the shares offered by this prospectus.

    


    We
      have
      agreed with the selling stockholders to keep the registration statement of
      which
      this prospectus constitutes a part effective until the earlier of (i) one year
      after the closing of the Offering or (ii) such time as all Shares purchased
      by
      such Investor in the Offering have been sold pursuant to a registration
      statement.

     

    
      
        
        

      

      
        -
          32 -