PRKR ParkerVision Inc (QB)

On February 25, 2019, ParkerVision, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with accredited investors identified on Exhibit 10.4 hereof (the “ Holders ”) which provides for the sale of convertible promissory notes (the “ Notes ”) with an aggregate face value of $1,000,000. On February 28, 2019, we consummated the sale of Notes for aggregate proceeds of $800,000. We anticipate consummating the sale of up to an additional $200,000 in aggregate principal amount of Notes on or about March 5, 2019. The Notes are convertible at any time and from time to time by the Holders into shares (the “ Shares ”) of the Company’s common stock, par value $0.01 per share (“ Common Stock ”) at a fixed conversion price of $0.25 per share. Any unconverted, outstanding principal amount of the Notes is payable on the five year anniversary of the Note issuance date (the “ Issuance Date ”).

At any time following the one-year anniversary of the Issuance Date, the Company may prepay the then outstanding principal amount of the Note, along with any accrued interest, at cash premium of 125% prior to the two-year anniversary, 120% prior to the three-year anniversary, 115% prior to the four-year anniversary or 110% thereafter.

Interest accrues at a rate of 8% per annum on each Note, and is payable quarterly either in cash, shares of Common Stock, or a combination thereof at the Company’s option, subject to certain equity conditions, beginning on the earlier of (i) the ninety (90) day anniversary of the Issuance Date, provided that a registration statement for the underlying shares has been declared effective, or (ii) the first quarterly anniversary of the Issuance Date following the effective date of registration of the underlying shares.

The Notes provide for events of default that include (i) failure to pay principal or interest when due, (ii) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement or Notes, (iii) events of liquidation or bankruptcy, and (iii) a change in control. In the event of default, the interest rate increases to 12% per annum and the outstanding principal balance of the Notes plus all accrued interest due may be declared immediately payable by the holders of a majority of the then outstanding principal balance of the Notes.

The Company also entered into a registration rights agreement (the “ Registration Rights Agreement ”) with the Holders pursuant to which the Company will register the shares of Common Stock underlying the Notes. The Company has committed to file the registration statement by the 60 ^th calendar day following the Issuance Date and to cause the registration statement to become effective by the 120 ^th calendar day following the Issuance Date. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events including failure by the Company to file the registration statement or cause it to become effective by the deadlines set forth above. The amount of the liquidated damages is 1.0% of the aggregate subscription amount paid by the Holders for the Notes upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%.

The Notes were offered and sold solely to accredited investors on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

The foregoing summaries of the Purchase Agreement, the Notes and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the agreements, which are attached as part of Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference .