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NUMBER
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(SEE REVERSE SIDE FOR
LEGEND)
THIS WARRANT WILL BE VOID IF NOT
EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, MARCH 3,
2014
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WARRANTS
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THIS CERTIFIES
THAT, for value received
is the
registered holder of a Warrant or Warrants (the
“Warrant”) expiring March 3, 2014, subject to extension
in certain events (“Expiration Date”), to purchase one
fully paid and non-assessable share of Common Stock, par value $.01
per share (“Shares”), of ParkerVision, Inc., a Florida
corporation (the “Company”), for each Warrant evidenced
by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Company such number of Shares
of the Company at the price of $1.875 per share, upon surrender of
this Warrant Certificate and payment of the Warrant Price to the
Warrant Agent, American Stock Transfer & Trust Company, at its
corporate trust department, but only subject to the conditions set
forth herein and in the Warrant Agreement between the Company and
American Stock Transfer & Trust Company (as may be amended from
time to time, the “Warrant Agreement”). In
no event will the Company be required to net cash settle the
warrant exercise. The Warrant Agreement provides that
upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the
face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.
No fraction of a Share will be issued upon any
exercise of a Warrant. If the holder of a Warrant would
be entitled to receive a fraction of a Share upon any exercise of a
Warrant, the Company shall, upon such exercise, round up or down to
the nearest whole number the number of Shares to be issued to such
holder.
Upon any exercise of the Warrant for less than
the total number of full Shares provided for herein, there shall be
issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the
number of Shares for which the Warrant has not been
exercised.
Upon surrender of the Warrant
Certifica
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