Equibles

10-Q

PARKERVISION INC (PRKR)

10-Q 2023-11-14 For: 2023-09-30
View Original
Added on April 06, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission file number ****

000-22904

PARKERVISION, INC.

(Exact name of registrant as specified in its charter)

Florida 59-2971472
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No)

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

(Address of principal executive offices)

(904) 732-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐ .

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such file). Yes ☒   No ☐ .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer  ☐ Accelerated filer  ☐
Non-accelerated filer    ☒ Smaller reporting company  ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of November 9, 2023, 87,510,563 shares of the issuer’s common stock, $.01 par value, were outstanding.

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk 23
Item 4. Controls and Procedures 23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 1A. Risk Factors 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
Item 3. Defaults Upon Senior Securities 24
Item 4. Mine Safety Disclosures 24
Item 5. Other Information 24
Item 6. Exhibits 25
SIGNATURES 26

1

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

PARKERVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par value data)

December 31, 2022
CURRENT ASSETS:
Cash and cash equivalents 3,333 $ 109
Prepaid expenses 81 244
Other current assets 37 30
Total current assets 3,451 383
Intangible assets, net 1,130 1,359
Other assets, net 3 9
Total assets 4,584 $ 1,751
CURRENT LIABILITIES:
Accounts payable 796 $ 901
Accrued expenses:
Salaries and wages 47 23
Professional fees 82 79
Other accrued expenses 450 490
Related party note payable, current portion 132 139
Convertible notes, current portion 1,045 625
Total current liabilities 2,552 2,257
LONG-TERM LIABILITIES:
Secured contingent payment obligation 28,993 40,708
Unsecured contingent payment obligations 7,682 5,089
Convertible notes, net of current portion 3,893 3,913
Related party note payable, net of current portion 374 473
Total long-term liabilities 40,942 50,183
Total liabilities 43,494 52,440
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Common stock, 0.01 par value, 175,000 shares authorized, 86,761 and 81,246 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively 868 812
Additional paid-in capital 392,822 391,724
Accumulated deficit (432,600 ) (443,225 )
Total shareholders' deficit (38,910 ) (50,689 )
Total liabilities and shareholders' deficit 4,584 $ 1,751

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

Table of Contents

PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Revenue $ - $ - $ 25,000 $ -
Cost of sales (61 ) (2 ) (167 ) (8 )
Gross margin (61 ) (2 ) 24,833 (8 )
Selling, general and administrative expenses 904 1,678 14,114 5,263
Total operating expenses 904 1,678 14,114 5,263
Other income 29 28 29 84
Interest expense (107 ) (95 ) (320 ) (229 )
Change in fair value of contingent payment obligations (2,880 ) 1,345 197 948
Total interest and other (2,958 ) 1,278 (94 ) 803
Provision for income taxes - - - -
Net (loss) income (3,923 ) (402 ) 10,625 (4,468 )
Other comprehensive income, net of tax - - - -
Comprehensive (loss) income $ (3,923 ) $ (402 ) $ 10,625 $ (4,468 )
(Loss) earnings per common share
Basic $ (0.05 ) $ (0.01 ) $ 0.12 $ (0.06 )
Diluted $ (0.05 ) $ (0.01 ) $ 0.09 $ (0.06 )
Weighted average common shares outstanding
Basic 86,330 78,542 85,163 78,025
Diluted 86,330 78,542 119,558 78,025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

Table of Contents

PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Total shareholders' deficit, beginning balances $ (35,204 ) $ (47,149 ) $ (50,689 ) $ (44,777 )
Common stock **** **** **** ****
Beginning balances 855 782 812 770
Issuance of common stock and warrants in private offerings, net of issuance costs - - 8 -
Issuance of common stock upon exercise of options and warrants - - 1 5
Issuance of common stock and warrants for services - 2 5 2
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt 13 3 40 10
Share-based compensation, net of shares withheld for taxes - 1 2 1
Ending balances 868 788 868 788
Additional paid-in capital **** **** **** ****
Beginning balances 392,618 389,547 391,724 387,865
Issuance of common stock and warrants in private offerings, net of issuance costs - - 113 (18 )
Issuance of common stock upon exercise of options and warrants - - 3 78
Issuance of common stock, warrants, and options for services 7 24 122 24
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt 105 54 454 185
Share-based compensation, net of shares withheld for taxes 92 803 406 2,294
Ending balances 392,822 390,428 392,822 390,428
Accumulated deficit **** **** **** ****
Beginning balances (428,677 ) (437,478 ) (443,225 ) (433,412 )
Comprehensive (loss) income for the period (3,923 ) (402 ) 10,625 (4,468 )
Ending balances (432,600 ) (437,880 ) (432,600 ) (437,880 )
Total shareholders' deficit, ending balances $ (38,910 ) $ (46,664 ) $ (38,910 ) $ (46,664 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Table of Contents

PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

Nine Months Ended September 30,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 10,625 $ (4,468 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 195 238
Share-based compensation 408 2,295
Gain on changes in fair value of contingent payment obligations (197 ) (948 )
Loss on disposal/impairment of equipment and intangible assets 41 64
Changes in operating assets and liabilities:
Prepaid expenses and other assets 283 327
Accounts payable and accrued expenses 176 136
Total adjustments 906 2,112
Net cash provided by (used in) operating activities 11,531 (2,356 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1 ) (4 )
Net cash used in investing activities (1 ) (4 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (payments) from issuance of common stock in private offerings 121 (18 )
Net proceeds from exercise of options and warrants 4 83
Net proceeds from debt financings 800 1,668
Proceeds from contingent payment obligation 5,000 -
Repayment of contingent payment obligation (13,925 ) -
Principal payments on long-term debt (306 ) (70 )
Net cash (used in) provided by financing activities (8,306 ) 1,663
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,224 (697 )
CASH AND CASH EQUIVALENTS, beginning of period 109 1,030
CASH AND CASH EQUIVALENTS, end of period $ 3,333 $ 333

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

Table of Contents

PARKERVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of Business

ParkerVision, Inc. and its wholly-owned German subsidiary, ParkerVision GmbH (collectively “ParkerVision”, “we” or the “Company”), is in the business of innovating fundamental wireless hardware technologies and products.

We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to others for use in wireless communication products.  We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions.  We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts.  We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television and other WiFi product providers, as well as semiconductor suppliers, for the infringement of a number of our RF patents.  We have made significant investments in developing and protecting our technologies.

2. Liquidity and Going Concern

For the nine months ended September 30, 2023, we recognized net income of approximately $10.6 million and cash flows from operations of approximately $11.5 million.  The net income and related cash flows is a result of revenue from a patent license and settlement agreement, net of contingent legal fees.  For the nine months ended September 30, 2023, we made payments of $13.9 million on our secured contingent payment obligation, $0.1 million on a related party note, and $0.2 million upon the maturity of convertible notes.  We received aggregate proceeds from new borrowings under our secured contingent payment obligation of $5.0 million and aggregate net proceeds from convertible debt and equity financings of approximately $0.9 million.  These proceeds will be used to support our operations.

At September 30, 2023, we had cash and cash equivalents of approximately $3.3 million and an accumulated deficit of approximately $432.6 million.  A significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements.  In addition, we have approximately $1.05 million in convertible debt that matures over the next twelve months.  These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these condensed consolidated financial statements.

Our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.  Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) our ability to successfully negotiate extensions to the maturity date for certain convertible notes, and/or (iv) our ability to obtain additional debt or equity financing.  We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

We expect to continue to invest in the support of our patent licensing and enforcement program.  The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technologies and/or products to offset expenses and debt obligations.  In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs.  Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

Table of Contents

3. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for the period ended September 30, 2023 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Operating results for the nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or future years.  All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended December 31, 2022.  Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements.  These interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”).  Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

The condensed consolidated financial statements include the accounts of ParkerVision, Inc. and its wholly-owned German subsidiary, ParkerVision GmbH, after elimination of all intercompany transactions and accounts.

4. Accounting Policies

There have been no changes in accounting policies from those stated in our 2022 Annual Report.  We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

5. Revenue

We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation from third parties that utilize or have utilized our intellectual property without a license.  As a result, we may receive payments as part of a settlement or in the form of court-awarded damages for a patent infringement dispute.  We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”

We recognized $25.0 million of revenue during the nine-month period ended September 30, 2023 from patent license and settlement agreements with third parties for their use of our technologies.  Our performance obligations were satisfied, and therefore revenue recognized, upon transfer of the licensed rights and dismissal of all patent enforcement actions between the parties.  No revenue was recognized during the three months ended  September 30, 2023 or the three and nine months ended September 30, 2022.

Table of Contents

6. Earnings per Common Share

Basic earnings per common share is determined based on the weighted-average number of common shares outstanding during each period.  Diluted loss per common share is the same as basic loss per common share for the three months ended September 30, 2023 and the three and nine months ended September 30, 2022, as all common share equivalents are excluded from the calculation, as their effect is anti-dilutive.  The dilutive effect of outstanding options and warrants is calculated using the treasury stock method.  The dilutive effect of shares underlying convertible notes was calculated using the if-converted method. The following table shows the computation of basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022 (net income (loss) and shares in thousands):

Nine Months Ended September 30,
2023 2022
Numerator:
Net income (loss) $ 10,625 $ (4,468 )
Effect of dilutive securities 302 -
Net income (loss) adjusted for dilutive effect 10,927 (4,468 )
Denominator:
Weighted-average basic shares outstanding 85,163 78,025
Effect of dilutive securities 34,395 -
Weighted-average diluted shares 119,558 78,025
Basic earnings (loss) per share $ 0.12 $ (0.06 )
Diluted earnings (loss) per share $ 0.09 $ (0.06 )

Diluted earnings per common share for the three and nine months ended September 30, 2023 and 2022 excludes options and warrants that are anti-dilutive.  The anti-dilutive common share equivalents at  September 30, 2023 and 2022 were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Options outstanding 25,534 23,580 25,534 23,580
Warrants outstanding 10,346 10,346 10,346 10,346
Shares underlying convertible notes 36,425 32,734 - 32,734
72,305 66,660 35,880 66,660

Table of Contents

7. Prepaid Expenses

Prepaid expenses consist of the following (in thousands):

September 30, 2023 December 31, 2022
Prepaid services $ 37 $ 202
Prepaid insurance 32 25
Prepaid licenses, software tools and support 10 15
Other prepaid expenses 2 2
$ 81 $ 244

Prepaid services at September 30, 2023 and December 31, 2022 include approximately $0.01 million and $0.2 million, respectively, of consulting services paid in shares of stock or warrants to purchase shares of stock in the future.

8. Intangible Assets

Intangible assets consist of the following (in thousands):

September 30, 2023 December 31, 2022
Patents and copyrights $ 10,517 $ 14,319
Accumulated amortization (9,387 ) (12,960 )
$ 1,130 $ 1,359

Table of Contents

9. Debt

Related Party Note Payable

We have an unsecured promissory note of approximately $0.5 million payable to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party, for outstanding unpaid fees for legal services.  The SKGF note, as amended from time to time, accrues interest at a rate of 4% per annum, requires monthly payments of principal and interest of $12,500 with a final balloon payment of approximately $0.02 million in  April 2027. We are currently in compliance with all the terms of the note.  At September 30, 2023, we estimate the note has an aggregate fair value of approximately $0.4 million and would be categorized within Level 2 of the fair value hierarchy.

Convertible Notes

From September 2018 to January 2023, we issued 5-year convertible promissory notes that are convertible, at the holders’ option, into shares of our common stock at fixed conversion prices, including notes with an aggregate face value of $0.7 million and a conversion price of $0.16 per share issued to accredited investors in January 2023. On September 15, 2023, we issued a 2.5-year, $0.1 million convertible note to Paul Rosenbaum, a Company director, with a conversion price of $0.25 per share.  On September 15, 2023, we also amended convertible notes dated September 18, 2018, with an aggregate face value of $0.43 million.  The conversion price of the notes was $0.57 per share and the original maturity date of the notes was September 18, 2023. The notes were amended to reduce the conversion price to $0.25 per share and extend the maturity date by 2.5 years, or until March 18, 2026. All other terms of the notes remain unchanged.  Additionally, on September 15, 2023, we amended convertible promissory notes dated February 28, 2019 and March 13, 2019 with an aggregate face value of $0.75 million to extend the maturity dates from February 28, 2024 and March 13, 2024 to February 28, 2026 and March 13, 2026, respectively.  All other terms of the notes remain unchanged.  As a result of these modifications, the notes were considered to be modified under a troubled debt restructuring in accordance with ASC 470-60.  No gain or loss was recognized as a result of the restructurings.

Interest payments are made on a quarterly basis and are payable, at our option, subject to certain equity conditions, in either cash, shares of our common stock, or a combination thereof.  The number of shares issued for interest is determined by dividing the interest payment amount by the closing price of our common stock on the trading day immediately prior to the scheduled interest payment date.  To date, all interest payments on the convertible notes have been made in shares of our common stock. We have recognized the convertible notes as debt in our condensed consolidated financial statements.

We have the option to prepay the majority of the notes, subject to a premium on the outstanding principal prepayment amount of 25% prior to the two-year anniversary of the note issuance date, 20% prior to the three-year anniversary of the note issuance date, 15% prior to the four-year anniversary of the note issuance date, or 10% thereafter.  The notes provide for events of default that include failure to pay principal or interest when due, breach of any of the representations, warranties, covenants or agreements made by us, events of liquidation or bankruptcy, and 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.

For the nine months ended September 30, 2023, convertible notes with a face value of $0.2 million were converted, at the option of the holder, into approximately 1.5 million shares of our common stock and we repaid an aggregate of $0.2 million for notes at maturity.  For the nine months ended September 30, 2023, we recognized interest expense of approximately $0.3 million related to the contractual interest on our convertible notes which we elected to pay in shares of our common stock and issued approximately 2.4 million shares of our common stock as interest-in-kind payments.

Table of Contents

Convertible notes payable at September 30, 2023 and December 31, 2022 consist of the following (in thousands):

Principal Outstanding as of
September 30, December 31,
Description Fixed Conversion Rate Stated Interest Rate Maturity Date 2023 2022
Convertible notes dated September 10, 2018 $ 0.40 8.0 % September 7, 2023 $ - $ 200
Convertible note dated September 18, 2018 $ 0.25 ^1^ 8.0 % March 18, 2026 ^1^ 425 425
Convertible notes dated February/March 2019 $ 0.25 8.0 % February 28, 2026 to March 13, 2026 ^2^ 750 750
Convertible notes dated June/July 2019 $ 0.10 8.0 % June 7, 2024 to July 15, 2024 295 295
Convertible notes dated July 18, 2019 $ 0.08 7.5 % July 18, 2024 700 700
Convertible note dated September 13, 2019 $ 0.10 8.0 % September 13, 2024 50 50
Convertible notes dated January 8, 2020 $ 0.13 8.0 % January 8, 2025 ^3^ 450 450
Convertible notes dated May-August 2022 $ 0.13 8.0 % May 10, 2027 to August 3, 2027 1,468 1,668
Convertible note dated January 11, 2023 $ 0.16 9.0 % January 11, 2028 ^3^ 500 -
Convertible notes dated January 13, 2023 $ 0.16 9.0 % January 13, 2028 200 -
Convertible note dated September 15, 2023 $ 0.25 8.0 % March 15, 2026 100 -
Total principal balance 4,938 4,538
Less current portion 1,045 625
$ 3,893 $ 3,913
^1^ These notes were amended on September 15, 2023, reducing the conversion rate from $0.57 per share to $0.25 per share and extending the maturity date from September 18, 2023 to March 18, 2026. The amendments are accounted for on a prospective basis in accordance with ASC 470-60.
--- ---
^2^ These notes were amended on September 15, 2023, extending the maturity dates from February 28, 2024 through March 13, 2024 to February 28, 2026 through March 13, 2026. The amendments are accounted for on a prospective basis in accordance with ASC 470-60.
^3^ The maturity date may be extended by one-year increments for up to an additional ten years at the holders’ option at a reduced interest rate of 2%.

At September 30, 2023, we estimate our convertible notes have an aggregate fair value of approximately $3.6 million and would be categorized within Level 2 of the fair value hierarchy.

Table of Contents

Secured Contingent Payment Obligation

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair market value, for the nine months ended September 30, 2023 and the year ended December 31, 2022 (in thousands):

Nine Months Ended September 30, 2023 Year Ended December 31, 2022
Secured contingent payment obligation, beginning of period $ 40,708 $ 37,372
Borrowings 5,000 -
Repayments (13,925 ) -
Change in fair value (2,790 ) 3,336
Secured contingent payment obligation, end of period $ 28,993 $ 40,708

On August 14, 2023, our prior contingent funding agreement with Brickell Key Investments, LP (“Brickell”) was replaced with a secured, non-recourse note (the "Note") and a prepaid forward purchase agreement (the "PPFPA").  The Note has a face value of $45.5 million ("Face Value"), accrues simple interest at a fixed rate, and matures on August 14, 2028. Payments under the Note will be made solely from proceeds from our patent assets, net of contingent fees payable to attorneys ("Distributions").  We are obligated to pay one hundred percent (100%) of the first $5.8 million in Distributions to Brickell, and thereafter will pay a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full.  If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the maturity date, our remaining repayment obligations under the Note will be reduced to zero with future payment obligations, if any, being determined under the PPFPA.  The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants.  The Note contains events of default including, but not limited to, (a) failure to pay principal or interest on the Note when due; (b) breach of representations or covenants, (c) impairment in the perfection or priority of Brickell's security interests in the collateral, and (d) bankruptcy or dissolution of the Company.  In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable.  The PPFPA extends beyond the maturity date of the Note and provides that Brickell is entitled to a specified percentage of monetary recoveries resulting from our patent-related actions to the extent not already paid to Brickell under the Note, or otherwise prior to the inception of the Note.  The PPFPA also contains standard and customary representations, warranties and covenants.  The Note and PPFPA are collectively referred to as our secured contingent payment obligation.

We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note 10).  The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the condensed consolidated statements of comprehensive income (loss) until the contingency is resolved.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $48.9 million as of September 30, 2023, which compares to the minimum return due to Brickell under the prior agreements of $56.9 million as of December 31, 2022.  The range of potential proceeds payable to Brickell is discussed more fully in Note 10.  As of September 30, 2023, we are in compliance with our obligations under this agreement.

Unsecured Contingent Payment Obligations

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair market value, for the nine months ended September 30, 2023 and the year ended December 31, 2022 (in thousands):

Nine Months Ended September 30, 2023 Year Ended December 31, 2022
Unsecured contingent payment obligations, beginning of period $ 5,089 $ 5,691
Change in fair value 2,593 (602 )
Unsecured contingent payment obligations, end of period $ 7,682 $ 5,089

Our unsecured contingent payment obligations represent amounts payable to others from future patent-related proceeds including (i) a termination fee due to a litigation funder and (ii) contingent payment rights issued to accredited investors in connection with equity financings (“CPRs”).  We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods.  The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the condensed consolidated statements of comprehensive loss until the contingency is resolved (see Note 10).

Table of Contents

10. Fair Value Measurements

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands):

Fair Value Measurements
Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
September 30, 2023:
Liabilities:
Secured contingent payment obligation $ 28,993 $ - $ - $ 28,993
Unsecured contingent payment obligations 7,682 - - 7,682
Fair Value Measurements
--- --- --- --- --- --- --- --- ---
Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
December 31, 2022:
Liabilities:
Secured contingent payment obligation $ 40,708 $ - $ - $ 40,708
Unsecured contingent payment obligations 5,089 - - 5,089

The fair values of our secured and unsecured contingent payment obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of patent-related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate.  We used a risk-adjusted discount rate of 18.92% at September 30, 2023, based on a risk-free rate of 4.92% as adjusted by 8% for credit risk and 6% for litigation inherent risk.

The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at September 30, 2023, including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario.

Secured Contingent Payment Obligation Unsecured Contingent Payment Obligations
Unobservable Inputs Low Weighted Average High Low Weighted Average High
Estimated undiscounted cash outflows (in millions) $ - $ 42.4 $ 79.6 $ - $ 9.6 $ 10.8
Duration (in years) 0.8 2.5 3.8 0.8 1.6 3.8
Estimated probabilities 5 % 20 % 35 % 5 % 22 % 35 %

We evaluate the estimates and assumptions used in determining the fair value of our contingent payment obligations each reporting period and make any adjustments prospectively based on those evaluations.  Changes in any of these Level 3 inputs could result in a significantly higher or lower fair value measurement.

Table of Contents

11. Legal Proceedings

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business.  These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us at the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“PTAB”) in an attempt to invalidate certain of our patent claims.

The majority of our litigation, including our PTAB proceedings, is being paid for through contingency fee arrangements with our litigation counsel as well as third-party litigation financing.  In general, litigation counsel is entitled to recoup on a priority basis, from litigation proceeds, any out-of-pocket expenses incurred.  Following reimbursement of out-of-pocket expenses, litigation counsel is generally entitled to a percentage of remaining proceeds based on the terms of the specific arrangement between us, counsel and our third-party litigation funder.

ParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuit

We have appealed certain  March 2022 rulings by the Middle District of Florida in our patent infringement complaint against Qualcomm Incorporated and Qualcomm Atheros, Inc. (collectively “Qualcomm”).  A hearing was held on our appellate action on November 6, 2023 and we are currently awaiting the court's ruling.

The patent infringement case was filed in the Middle District of Florida in May 2014. The case was stayed in February 2016 pending decisions in other cases, including the appeal of a PTAB proceeding with regard to U.S. patent 6,091,940 ("the '940 Patent") asserted in this case.  In March 2017, the PTAB ruled in our favor on three of the six petitions (the method claims), ruled in Qualcomm's favor on two of the six petitions (the apparatus claims) and issued a split decision on the claims covered in the sixth petition.  In September 2018, the Federal Circuit upheld the PTAB's decision with regard to the '940 Patent and, in January 2019, the court lifted the stay in this case.  In July 2019, the court issued an order that granted our proposed selection of patent claims from four asserted patents, including the '940 Patent, and denied Qualcomm's request to limit the claims and patents.  The court also agreed that we may elect to pursue accused products that were at issue at the time the case was stayed, as well as new products that were released by Qualcomm during the pendency of the stay.  In September 2019, Qualcomm filed a motion for partial summary judgment in an attempt to exclude certain patents from the case, including the '940 Patent.  The court denied this motion in January 2020.

In April 2020, the court issued its claim construction order in which the court adopted our proposed construction for seven of the ten disputed terms and adopted slightly modified versions of our proposed construction for the remaining terms.  Due to the impact of COVID-19, a number of the scheduled deadlines in this case were moved, including the trial commencement date which was rescheduled from December 2020 to May 2021. In October 2020, our damages expert submitted a report supporting our damages ask of $1.3 billion for Qualcomm's unauthorized use of our technology.  Such amount excludes additional amounts requested by us for interest and enhanced damages for willful infringement.  Ultimately, the amount of damages, if any, will be determined by the court.  Discovery was expected to close in December 2020; however, the court allowed us to designate a substitute expert due to medical issues with one of our experts in the case.  Accordingly, the close of discovery was delayed until January 2021. As a result of these delays, the court rescheduled the trial commencement date from May 3, 2021 to July 6, 2021.

In March 2021, the court further delayed the trial date citing backlog due to the pandemic, among other factors.  A new trial date was not set and the court indicated the case was unlikely to be tried before November or December 2021. Fact and expert discovery was completed, expert reports were submitted, and summary judgment and Daubert briefings were submitted by the parties.  Joint pre-trial statements were submitted in May 2021. In March 2021, the court granted Qualcomm's motion to strike certain of our 2020 infringement contentions.  As a result of this ruling, in July 2021, we filed a joint motion for entry of a judgment of non-infringement of our Patent No. 7,865,177 ("the '177 Patent"), subject to appeal.

Table of Contents

In January 2022, the court held a hearing to allow the parties to present their respective positions on three outstanding motions.  The court indicated that upon its ruling on these motions, a pre-trial conference would be scheduled and a trial date set.  On March 9, 2022, the court ruled with respect to one of these motions granting Qualcomm’s motion to strike and exclude opinions regarding the alleged infringement and validity issues.  This court order precluded the presentation of infringement and validity opinions by both of our experts at trial. On March 22, 2022, the court issued an order granting Qualcomm’s motion for summary judgment ruling that Qualcomm does not infringe the remaining three patents in this case.  On April 20, 2022, we filed a notice of appeal to the United States Court of Appeals for the Federal Circuit.  As a result of the court’s summary judgment motion in favor of Qualcomm, Qualcomm has the right to petition the court for its fees and costs.  The court has granted a Qualcomm motion to delay such a petition until 30 days following the appellate court’s decision.  We are represented in this case on a full contingency fee basis.

ParkerVision v. Apple and Qualcomm (Middle District of Florida-Jacksonville Division)

In December 2015, we filed a patent infringement complaint in the Middle District of Florida against Apple Inc. (“Apple”), LG Electronics, Inc., LG Electronics U.S.A., Inc. and LG Electronics MobileComm U.S.A., Inc. (collectively “LG”), Samsung Electronics Co. Ltd., Samsung Electronics America, Inc., Samsung Telecommunications America LLC, and Samsung Semiconductor, Inc. (collectively “Samsung”), and Qualcomm alleging infringement of four of our patents.  In February 2016, the district court proceedings were stayed pending resolution of a corresponding case filed at the International Trade Commission (“ITC”).  In July 2016, we entered into a patent license and settlement agreement with Samsung and, as a result, Samsung was dismissed from the district court action.  In March 2017, we filed a motion to terminate the ITC proceedings and a corresponding motion to lift the stay in the district court case. This motion was granted in May 2017. In July 2017, we filed a motion to dismiss LG from the district court case and re-filed our claims against LG in the District of New Jersey (see ParkerVision v. LG below).  Also in July 2017, Qualcomm filed a motion to change venue to the Southern District of California, and Apple filed a motion to dismiss for improper venue. In March 2018, the district court ruled against the Qualcomm and Apple motions. The parties also filed a joint motion in March 2018 to eliminate three of the four patents in the case in order to expedite proceedings leaving our U.S. patent 9,118,528 as the only remaining patent in this case.  A claim construction hearing was held on August 31, 2018. In July 2019, the court issued its claim construction order in which the court adopted our proposed claim construction for two of the six terms and the “plain and ordinary meaning” on the remaining terms. In addition, the court denied a motion filed by Apple for summary judgment.  Fact discovery has closed in this case and a jury trial was scheduled to begin in August 2020.In March 2020, as a result of the impact of COVID-19, the parties filed a motion requesting an extension of certain deadlines in the case.  In *April 2020,*the court stayed this proceeding pending the outcome of the infringement case against Qualcomm in the Orlando Division of the Middle District of Florida, which is currently pending an appeal.

ParkerVision v. LG (District of New Jersey)

In July 2017, we filed a patent infringement complaint in the District of New Jersey against LG for the alleged infringement of the same four patents previously asserted against LG in the Middle District of Florida (see ParkerVision v. Apple and Qualcomm above).  We elected to dismiss the case in the Middle District of Florida and re-file in New Jersey as a result of a Supreme Court ruling regarding proper venue.  In March 2018, the court stayed this case pending a final decision in ParkerVision v. Apple and Qualcomm in the Middle District of Florida which case has also been stayed pending the outcome in ParkerVision v. Qualcomm in the Middle District of Florida (Orlando division) which is currently pending an appellate court decision. As part of this stay, LG has agreed to be bound by the final claim construction decision in that case.

ParkerVision v. Intel (Western District of Texas)

In February 2020, we filed a patent infringement complaint in the Western District of Texas against Intel Corporation (“Intel”) alleging infringement of eight of our patents.  The complaint was amended in May 2020 to add two additional patents. In June 2020, we requested that one of the patents be dropped from this case and filed a second case in the Western District of Texas that included this dismissed patent (see ParkerVision v. Intel II below).  Intel’s response to our complaint was filed in June 2020 denying infringement and claiming invalidity of the patents.  Intel also filed a motion to transfer venue which was denied by the court.  In July 2020 and September 2020, Intel filed petitions for Inter Partes Review (“IPR”) against two of the patents in this case and in January 2021, the PTAB instituted proceedings with regard to these two petitions (see Intel v. ParkerVision (PTAB) below).

Table of Contents

The court issued its claim construction ruling in January 2021 in which the majority of the claims were decided in our favor.  The case was scheduled for trial beginning February 7, 2022. In April 2021, we filed an amended complaint to include additional Intel semiconductors and products, including WiFi devices, to the complaint.  The court suggested that, given the number of patents at issue, the case would be separated into two trials and, as a result of the added products, the first trial date was scheduled for June 2022.

In January 2022, the PTAB issued its ruling on the IPRs (see Intel v. ParkerVision (PTAB) below).  In February 2022, the parties filed a joint motion with respect to both Intel cases whereby the first case would be narrowed to six total patents asserted against Intel cellular products.  These same six patents would be also asserted in the second Intel case, along with one additional patent from the second case, against Intel WiFi and Bluetooth products.  As a result of the restructuring of the two cases, the trial date was moved to October 2022. In March 2022, due to discovery delays, the court agreed to move the trial commencement date to December 5, 2022. In March 2022, Intel filed a motion requesting further claim construction which we opposed and the court denied.  In May 2022, we filed a motion to amend our complaint to add willful infringement based on information obtained during discovery.  The court granted this motion in June 2022 and we filed an amended complaint.  As a result of additional discovery allowed by the court, the trial date was rescheduled from December 5, 2022 to February 6, 2023.

Beginning in November 2022, the parties filed a number of pre-trial motions.  The court held hearings on these pre-trial motions in January 2023. The court issued its written orders with regard to these motions immediately prior to the February 6, 2023 trial start date.  As a result of the court's pre-trial rulings, the potential damages in the case decreased significantly.  On February 7, 2023, the parties resolved their outstanding dispute and we have dismissed all pending actions against Intel.

ParkerVision v. Intel II (Western District of Texas)

In June 2020, to reduce the number of claims in ParkerVision v. Intel, we filed a second patent infringement complaint in the Western District of Texas against Intel that included one patent that we voluntarily dismissed from the original case.  In July 2020, we amended our complaint adding two more patents to the case.  Intel responded to the complaint denying infringement and claiming invalidity of the patents.  In January 2021, Intel filed a petition for IPR against one of the patents in this case and in July 2021, the PTAB instituted proceedings with regard to this petition (see Intel v. ParkerVision (PTAB) below).  We filed an amended complaint in 2021 adding Intel WiFi and Bluetooth products to the case.  Two claim construction hearings were held in June 2021 and July 2021 and the court’s claim construction ruling was largely decided in our favor.  The case was scheduled for trial in October 2022. In February 2022, the parties filed a joint motion which provided that the Intel II case would assert the same six patents from the first Intel case, provided none of the patents were invalidated in the first case, as well as one additional patent, depending on the outcome of the pending IPR proceeding.  On February 7, 2023, the parties resolved their outstanding dispute and we have dismissed all pending actions against Intel.

Intel v. ParkerVision (PTAB)

Intel filed IPR petitions against U.S. patent 7,539,474 (“the ‘474 Patent”) and U.S. patent 7,110,444 (“the ‘444 Patent”) which were both asserted in ParkerVision v. Intel.  Intel also filed a petition for IPR against U.S. patent 8,190,108 (“the ‘108 Patent”), which is asserted in ParkerVision v. Intel II. In January 2021, the PTAB issued its decision to institute IPR proceedings for the ‘444 Patent and the ‘474 Patent.  An oral hearing was held on November 1, 2021 and final decisions from the PTAB on the ‘474 Patent and the ‘444 Patent were issued in January 2022. The PTAB ruled against us with respect to the single challenged claim of the ’444 Patent and ruled in our favor with respect to the seven challenged claims of the ‘474 Patent.  The ‘444 Patent was subsequently been excluded from the narrowed claims asserted in ParkerVision v. Intel.  In July 2022, we appealed the PTAB decision on the '444 Patent to the Federal Circuit. Following the parties' resolution of outstanding disputes (see ParkerVision v. Intel above), Intel withdrew as a party to these appeals. The U.S. Patent and Trademark Office ("USPTO") exercised its right to intervene following Intel's withdrawal and defend the PTAB's decisions.  A hearing was held on August 9, 2023, although a decision has not yet been issued by the Federal Circuit.

In July 2021, the PTAB issued its decision to institute IPR proceedings for the ‘108 Patent.  We filed our response to this petition in October 2021 and an oral hearing was scheduled for April 2022. A final decision from the PTAB was issued in June 2022 in which the PTAB ruled against us with respect to all of the challenged claims of the ‘108 Patent.  We filed a notice of appeal with the Federal Circuit with respect to this IPR decision.  Following the parties' resolution of outstanding disputes (see ParkerVision v. Intel above), Intel withdrew as a party to these appeals.  The U.S. Patent and Trademark Office ("USPTO") has exercised its right to intervene following Intel's withdrawal and defend the PTAB's decisions.

Table of Contents

Additional Patent Infringement Cases – Western District of Texas

ParkerVision filed a number of additional patent cases in the Western District of Texas in 2020 including cases against (i) TCL Industries Holdings Co., Ltd, a Chinese company, TCL Electronics Holdings Ltd., Shenzhen TCL New Technology Co., Ltd, TCL King Electrical Appliances (Huizhou) Co., Ltd., TCL Moka Int’l Ltd. and TCL Moka Manufacturing S.A. DE C.V. (collectively “TCL”), (ii) Hisense Co., Ltd. and Hisense Visual Technology Co., Ltd (collectively “Hisense”), a Chinese company, (iii) Buffalo Inc., a Japanese company (“Buffalo”) and (iv) Zyxel Communications Corporation, a Chinese multinational electronics company headquartered in Taiwan, (“Zyxel”).  Each case alleges infringement of the same ten patents by products that incorporate modules containing certain WiFi semiconductors manufactured by Realtek and/or MediaTek.  In May 2021, a case alleging infringement of the same ten patents was filed against LG Electronics, a South Korean company ("LGE").  Each of the defendants have filed responses denying infringement and claiming invalidity of the patents, among other defenses.  A second case was filed against Hisense in June 2021 alleging infringement of two additional patents and a second case was filed against TCL in November 2022 alleging infringement of the same two additional patents.

In November 2022, patent infringement actions were also filed against Taiwanese companies, Realtek Semiconductor Corp. ("Realtek") and MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek") for infringement of four U.S. patents that are included in other Texas cases.  In June 2023, patent infringement actions were filed against Texas Instruments and NXP Semiconductors in the Western District of Texas, each for infringement of three U.S. patents.

We dismissed the actions against Buffalo and Zyxel in 2021 following satisfaction of the parties' obligations under patent license and settlement agreements.  In November 2022, we dismissed the two cases against Hisense following satisfaction of the parties' obligations under a patent license and settlement agreement.

The court has issued claim construction recommendations for the TCL and LGE cases, in which nearly all of the claim terms were decided in our favor.  In November 2022, the PTAB issued its written decision in two IPRs asserted by TCL and LGE against two of the patents asserted against them (see TCL, et. al. v. ParkerVision (PTAB) below.

In January 2023, the cases against TCL were stayed pending final resolution of the Realtek case that was filed in November 2022. In addition, in February 2023, the case against LGE was stayed pending final resolution of the cases against Realtek and MediaTek and the outstanding IPR actions to which LGE is a party.

TCL, et. al. v. ParkerVision (PTAB)

In May 2021, TCL, along with Hisense, filed petitions for IPR against U.S. patent 7,292,835 (“the ‘835 Patent”) and the ‘444 Patent, both of which are asserted in the infringement cases against these parties in the Western District of Texas.  In November 2021, the PTAB issued its decision to implement IPR proceedings for these two patents.  In December 2021, LGE filed nearly identical petitions against the same two patents along with a joinder motion requesting to join the existing petitions filed by TCL and Hisense.  In April 2022, the PTAB granted LGE’s joinder motion.  Oral hearings for these IPRs were held in September 2022. As part of a patent license and settlement agreement entered into with Hisense in November 2022, Hisense withdrew its participation in these IPR proceedings.  In November 2022, the PTAB issued its written decision ruling that the challenged claims for both patents were unpatentable.  We have appealed these decisions.

12. Stock Authorization and Issuance

Stock Issuances

Private Placements with Accredited Investors

In January 2023, we entered into securities purchase agreements with accredited investors for the sale of an aggregate of 843,750 shares of our common stock at a price of $0.16 per share for aggregate gross proceeds of $0.14 million, including 62,500 shares to Sanford Litvack, a member of our Board of Directors.  The shares were registered for resale on a registration statement that was declared effective on May 11, 2023 (File No. 333-271351).

Payment for Services

During the nine months ended September 30, 2023, we issued 495,000 shares of our common stock to third parties as payment for services and recognized an aggregate of $0.1 million of consulting expense related to these share-based payments.

Table of Contents

Common Stock Warrants

As of September 30, 2023, we had outstanding warrants for the purchase of up to 10.3 million shares of our common stock.  The estimated grant date fair value of these warrants of $3.2 million is included in additional paid-in capital in our condensed consolidated balance sheets.  As of September 30, 2023, our outstanding warrants have an average exercise price of $0.75 per share and a weighted average remaining life of approximately 1.3 years.

13. Share-Based Compensation

There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our 2022 Annual Report.

For the nine months ended September 30, 2023 and 2022, we recognized share-based compensation expense of approximately $0.4 million and $2.3 million, respectively.  Share-based compensation is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income (loss).  As of September 30, 2023, there was $0.1 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.  The cost is expected to be recognized over a weighted-average remaining life of approximately 0.6 years.

14. Income Taxes

The Company's effective income tax rate was 0.0% for each of the three and nine months ended September 30, 2023 and 2022.  The 0.0% effective rate for 2023 is due to NOL carryforwards not previously recognized as a tax benefit that we expect to be able to utilize in the current year to offset income tax expense related to current period income.

15. Related Party Transactions

On January 13, 2023, we sold 62,500 shares of our common stock to Sanford Litvack, one of our directors since October 2022, at $0.16 per share in a private placement transaction (see Note 12).   On September 15, 2023, we sold $0.1 million in promissory notes, convertible into shares of our stock at a fixed conversion price of $0.25 per share to Paul Rosenbaum, one of our directors.  Any unconverted, outstanding principal amount of the note is payable on *March 15, 2026 (*see Note 9).

Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

We believe that it is important to communicate our future expectations to our shareholders and to the public.  This quarterly report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item.  When used in this quarterly report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.”  Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our annual report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) and in this Item 2 of Part I of this quarterly report.  Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, the timely development and commercial acceptance of new products and technologies, reliance on key suppliers, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future.  We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Corporate Website

We announce investor information, including news and commentary about our business, financial performance and related matters, SEC filings, notices of investor events, and our press and earnings releases, in the investor relations section of our website (http://ir.parkervision.com).  Additionally, if applicable, we webcast our earnings calls and certain events we participate in or host with members of the investment community in the investor relations section of our website.  Investors and others can receive notifications of new information posted in the investor relations section in real time by signing up for email alerts and/or RSS feeds. Further corporate governance information, including our governance guidelines, board of directors (“Board”) committee charters, and code of conduct, is also available in the investor relations section of our website under the heading “Corporate Governance.”  The content of our website is not incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Overview

We have invented and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to third parties for use in wireless communication products.  We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions.  We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts.  We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television, and other WiFi product providers, as well as semiconductor suppliers, for the infringement of several of our RF patents.  We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.

19

Table of Contents

Recent Events

Legal Proceedings

On November 6, 2023, we held oral arguments in our appeal of the ParkerVision v. Qualcomm district court rulings that ended our district court case in Orlando, Florida in March 2022.  We are currently awaiting a ruling from the appellate court.

In February 2023, we entered into a confidential patent license and settlement agreement and in March 2023, we received a payment of $25 million with respect thereto.  These proceeds were fully utilized for repayment of contingent legal fees and expenses and outstanding principal on our contingent payment obligation with Brickell (see “Brickell Agreement” below).

In February 2023, we dismissed our two patent enforcement actions against Intel Corporation.  Refer to Note 11 to our unaudited condensed consolidated financial statements included in this quarterly report for a complete discussion of our patent enforcement proceedings.

Brickell Agreement

We repaid Brickell $13.9 million in May 2023 from our patent licensing and settlement proceeds.  On May 4, 2023, we entered into a confidential letter agreement with Brickell whereby Brickell provided $5.0 million in new funding to us on substantially similar repayment terms as those set forth in our existing contingent payment agreement, but at a lower interest rate.  The new funding will be used for operations.  On August 14, 2023, our funding agreement with Brickell was replaced with a secured, non-recourse note and a prepaid forward purchase agreement.  The economics of the new agreements are substantively the same as the prior funding agreement, but for a lower simple interest rate.

Liquidity and Capital Resources

We generated cash from operations of approximately $11.5 million for the nine months ended September 30, 2023 and used cash for operations of $2.4 million for the nine months ended September 30, 2022.  The increase in cash generated from operations from 2022 to 2023 is primarily due to proceeds received from the patent license and settlement agreement entered into in February 2023, net of contingent legal fees and expenses paid.

We made payments of  $13.9 million on our secured contingent payment obligation during the nine months ended September 30, 2023, and paid approximately $0.31 million and $0.07 in convertible note maturities and related party debt obligations during the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, we received aggregate proceeds from new borrowings under our secured contingent payment obligation of $5.0 million and aggregate net proceeds from issuance of convertible debt, equity financings and option exercises of approximately $0.9 million, compared to approximately $1.7 million in proceeds from issuance of convertible debt, equity financings and option exercises for the nine months ended September 30, 2022.

At September 30, 2023, we had cash and cash equivalents of approximately $3.3 million and an accumulated deficit of $432.6 million.  A significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements.  In addition, we have approximately $1.05 million in convertible debt maturities over the next twelve months.  These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these condensed consolidated financial statements.

Our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.  Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) our ability to successfully negotiate extensions to the maturity date for certain convertible notes, and/or (iv) our ability to obtain additional debt or equity financing.  We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

20

Table of Contents

We expect to continue to invest in the support of our patent licensing and enforcement program.  The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technologies and/or products to offset expenses and debt obligations.  In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs.  Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

Financial Condition

Our working capital increased approximately $2.8 million from December 31, 2022 to September 30, 2023.  This increase in working capital is primarily the result of a $3.2 million increase in cash and cash equivalents resulting from new borrowings under our secured contingent payment obligation, partially offset by an increase in current liabilities from the reclassification of an additional $0.4 million of convertible notes that mature within the next twelve months, from long-term to current liabilities.

Our long-term liabilities decreased $9.2 million from December 31, 2022 to September 30, 2023, primarily due to a $13.9 million repayment on our secured contingent payment obligation, a $0.2 million decrease in the fair value of our contingent payment obligations, the reclassification of an additional $0.4 million of convertible notes that mature within the next twelve months, from long-term to current liabilities, and the conversion of $0.2 million in convertible notes by the holder, offset by $5.0 million of new borrowings under our secured contingent payment obligation and the issuance of $0.8 million of new convertible notes.

Results of Operations for the Three and Nine Months Ended September 30, 2023 and 2022

Revenue and Cost of Sales

We reported no licensing revenue for the three and nine months ended September 30, 2022 or the three months ended September 30, 2023.  Licensing revenue was $25.0 million for the nine months ended September 30, 2023, resulting from a patent license and settlement agreement entered into in February 2023.  The parties' performance obligations were met in February 2023 and we recognized revenue at that time.  Cost of sales for the three and nine months ended September 30, 2023 and 2022 consists of amortization expense related to the patents covered under license agreements.  Although we anticipate additional revenue to result in 2024 and beyond from our patent enforcement actions, the amount and timing is highly unpredictable and there can be no assurance that we will achieve our anticipated results.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses consist primarily of litigation fees and expenses, personnel and related costs, including share-based compensation, for executive, Board, finance and accounting and technical support personnel for our patent enforcement program, and costs incurred for insurance and outside professional fees for accounting, legal and business consulting services.

21

Table of Contents

Our selling, general and administrative expenses decreased by approximately $0.8 million, or 46.1%, during the three months ended September 30, 2023 when compared to the same period in 2022.  This is primarily the result of a $0.7 million decrease in share-based compensation.

Our selling, general and administrative expenses increased by approximately $8.9 million, or 168.2%, during the nine months ended September 30, 2023 when compared to the same period in 2022.  This is primarily the result of a $10.7 million increase in litigation fees and expenses and is partially offset by a $1.9 million decrease in share-based compensation.

The decrease in our share-based compensation for the three and nine months ended September 30, 2023 is primarily the result of share-based compensation expense attributed to nonqualified stock options awarded to executives, key employees and non-employee directors in 2021 being fully recognized as of December 31, 2022.  As of September 30, 2023, we had $0.1 million of total unrecognized compensation cost related to all non-vested share-based compensation awards that is expected to be recognized over a period of approximately 0.6 years.

The increase in litigation fees and expenses from 2022 to 2023 is the result of contingent legal fees and expenses recognized in 2023 in conjunction with the confidential patent license and settlement agreement reached in February 2023.

Change in Fair Value of Contingent Payment Obligations

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs. We estimated the fair value of our secured contingent payment obligations using a probability-weighted income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate. Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value. Generally, changes in fair value are a result of changes in estimated amounts and timing of projected future cash flows due to increases in funded amounts, passage of time, and changes in the probabilities based on the status of the funded actions.

For the three months ended September 30, 2023, we recorded an aggregate increase in the fair value of our secured and unsecured contingent payment obligations of approximately $2.9 million compared to an aggregate decrease in the fair value of our secured and unsecured contingent payment obligations of $1.3 million three months ended September 30, 2022.  For the nine months ended September 30, 2023, we recorded an aggregate decrease in the fair value of our secured and unsecured contingent payment obligations of approximately $0.2 million compared to an aggregate decrease in the fair value of our secured and unsecured contingent payment obligations of $0.9 million nine months ended September 30, 2022.  The change in fair value for the three and nine months ended September 30, 2023 was primarily the result of changes in the estimated amounts and timing of projected future cash flows due to changes in probabilities and time frames based on the status of various patent infringement actions, as well as the impact of the revised funding agreements with Brickell.  The decrease in fair value for the three and nine months ended September 30, 2022 was primarily the result of increasing interest rates, partially offset by increases resulting from changes in the estimated amounts and timing of projected future cash flows due to changes in probabilities and time frames based on the status of various patent infringement actions.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

As of September 30, 2023, we had outstanding warrants to purchase approximately 10.3 million shares of our common stock. The estimated grant date fair value of these warrants of approximately $3.2 million is included in shareholders’ deficit in our condensed consolidated balance sheets.  The outstanding warrants have a weighted average exercise price of $0.75 per share and a weighted average remaining life of approximately 1.3 years.

22

Table of Contents

Critical Accounting Policies

There have been no changes in accounting policies from those stated in our 2022 Annual Report.  We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of September 30, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

Reference is made to the section entitled “Legal Proceedings” in Note 11 to our unaudited condensed consolidated financial statements included in this quarterly report for a discussion of current legal proceedings, which discussion is incorporated herein by reference.

ITEM 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our Annual Report. In addition to the information in this quarterly report, the risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds, Issuer Purchases of Equity Securities.

None.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

None.

24

Table of Contents

ITEM 6. Exhibits.

Exhibit<br> <br>Number Description of Exhibit
10.1 Secured Promissory Note between Registrant and Brickell Key Investments LP dated August 14, 2023 ***
10.2 Prepaid Forward Purchase Agreement between Registrant and Brickell Key Investments LP ***
10.3 Convertible Promissory Note dated September 15, 2023 (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed September 19, 2023)
10.4 Securities Purchase Agreement between Registrant and Paul Rosenbaum dated September 15, 2023 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed September 19, 2023)
31.1 Section 302 Certification of Jeffrey L. Parker, CEO *
31.2 Section 302 Certification of Cynthia L. French, CFO *
32.1 Section 906 Certification **
101.INS Inline XBRL Instance Document*
101.SCH Inline XBRL Taxonomy Extension Schema*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase*
104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

*     Filed herewith

**   Furnished herewith

*** Portions of the exhibit filed herewith have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

25

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ParkerVision, Inc.
Registrant
November 14, 2023 By: /s/Jeffrey L. Parker
Jeffrey L. Parker
Chairman and Chief Executive Officer
(Principal Executive Officer)
November 14, 2023 By: /s/Cynthia L. French
Cynthia L. French
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)

26

ex_587932.htm

Exhibit 10.1

Certain information in this Exhibit has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Such information is denoted by [ꞏ] within the body of the Exhibit.

SECURED PROMISSORY NOTE

(Contingent)

Face Value: $45,512,854           Wilmington, Delaware August 14, 2023

FOR VALUE RECEIVED, ParkerVision, Inc., a Florida corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Brickell Key Investments LP, a Delaware limited partnership and its assigns (the "Lender"), (i) the principal sum in USD equal to the Face Value of this note stipulated at the top of the first page, or, if less, the aggregate unpaid principal amount under this Secured Promissory Note (this "Note" and the amount thereof the “Committed Amount”) and (ii) interest on such principal at the rates and at the times indicated below. Each capitalized term used in this Note and not otherwise defined in the text of this Note have the meanings ascribed thereto in Appendix 1 or in the Prepaid Forward Purchase Agreement between Borrower and Lender dated August 14, 2023, subject to the terms herein.

This Note reflects outstanding indebtedness incurred and owed by Borrower to Lender pursuant to that certain Claims Proceeds Investment Agreement dated February 24, 2016 (the "CPIA"), as amended by [ꞏ], collectively, the “Advance Agreements”), copies of which are attached hereto as Exhibits A-G. Borrower acknowledges and agrees that the indebtedness to Lender equals the Face Value of this Note. This Note, and related PPFPA, supersede and replace the Advance Agreements.

I.THE LOAN.

(a)    Funding of the Note.

(i)    The Advances. Pursuant to the terms of the Advance Agreements, Lender advanced amounts to Borrower for the purposes set forth in the Advance Agreements, including interest accrued thereon, in the aggregate amount equal to the Face Value. Borrower acknowledges and agrees the amount of the outstanding indebtedness owed by Borrower to Lender as of the date of this Note is equal to the Face Value.

(b)    Paid-In-Kind Interest on the Note. Except as otherwise set forth herein, interest shall accrue on the Committed Amount at [ꞏ] simple interest per annum commencing on May 1, 2023 (the “Interest Rate”) all of which shall be paid in kind.

(c)    Default Interest. If any installment of interest or principal of the Note shall not be paid in full when due, the Interest Rate (subject to the limitations of Section IX(e) below), from the day when due until such amount is paid in full, shall be increased by [ꞏ] per annum (such increased rate the “Default Rate”). Interest at the Default Rate shall be payable on demand.

(d)    Optional Prepayments.

(i)    The Borrower may, at its option and upon not less than ninety (90) calendar days’ prior written notice, prepay some or all amounts then outstanding under the Note.

(ii)    THE BORROWER AND THE LENDER EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE ACCRUED INTEREST AMOUNT IN CONNECTION WITH ANY ACCELERATION.

(e)    Mandatory Prepayments.

(i)    The Borrower shall direct in writing any payor of Proceeds to deposit promptly all Proceeds directly to the Claims Proceeds Account, and shall, within five (5) Business Days of the date of such deposit, repay (A) the outstanding principal amount of the Note, all accrued interest and all other due and unpaid Obligations hereunder, and (B) in accordance with the general payment requirements set forth in Section I(f).

(ii)    The Borrower shall irrevocably direct all payors of Proceeds to pay Proceeds solely to the Claims Proceeds Account.

(iii)    If the Borrower or any Affiliate or related person shall at any time or from time to time receive any Proceeds, it shall immediately cause such Proceeds to be deposited in the Claims Proceeds Account to be distributed in accordance with Section I(e)(i) and the general payment requirements set forth in Section I(f), and until so paid, such Distributions shall be held by the Borrower and such Affiliate and related person in trust for the Lender.

(iv)    In the event the Borrower disposes of any of its assets other than in the ordinary course of business, disposes of any Collateral or incurs any indebtedness other than indebtedness permitted by Section V(e) after the date hereof, the Borrower shall pay [ꞏ]% of the proceeds received in respect of such transaction to the Lender in accordance with the general payment requirements set forth in Section I(f).

(f)    General Provisions Regarding Payments.

(i)    Principal, interest and all other amounts due hereunder are payable by 5:00 p.m. (New York City time) on the due date thereof, in lawful money of the United States of America and in immediately available funds at the offices of the Lender as set forth beneath its signature to this Note, or at such other place as the Lender shall designate in writing to the Borrower. Any and all payments by or on account of any obligation of the Borrower under this Note will be made without setoff, counterclaim or other defense. All such payments shall be made free and clear of and without deduction for any present or future income, stamp or other taxes, levies, imposts, deductions, charges, fees, withholding (including backup withholding), restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding taxes on the overall net income of the Lender.

(ii)    If any amount payable hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest.

(iii)    (A) All payments to the Lender hereunder from Distributions arising from or relating to the Scheduled Patents (including any optional or mandatory prepayments) shall be applied as follows:

I.first, 100% to Lender until Lender has received an amount of Distributions equal to $5,800,000;

II.second, [ꞏ]% of Distributions until Lender has received an amount of Distributions equal to the outstanding principal and the Accrued Interest Amount under this Note; and

III.third, subject to the PPFPA, all remaining amounts, if any, to the Borrower;

(B) All payments to Lender from Distributions arising from or relating to the Patent Assets (including any optional and mandatory prepayments) shall be applied as follows:

I.         first, 100% to Lender until Lender has received an amount of Distributions equal to $5,800,000;

II.         second, [ꞏ]% of Distributions until Lender has received an amount of Distributions equal to the outstanding principal and Accrued Interest Amount under this Note; and

III.         third, subject to the PPFPA, all remaining amounts, if any, to the Borrower

provided, that the Lender may, in its sole and absolute discretion, in connection with any payment hereunder, give written notice to the Borrower that it waives the requirement for such payment to be applied to the Accrued Interest Amount pursuant to clause (A) above, or the payment of the outstanding principal balance of the Note and other Obligations pursuant to clause (B) above.

(iv)    To the extent that any payment by or on behalf of the Borrower made to the Lender is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made; provided, that this clause (iv) shall not apply if the applicable proceeding under such Debtor Relief Law is against the Lender as the debtor.

(g)    Maturity Date. The outstanding principal balance of this Note together with all accrued and unpaid interest shall become due and payable, and the Borrower shall pay in cash to the Lender all such amounts, on August 14, 2028 (the "Maturity Date").

(h)    Liability Contingent.For clarity, the obligations under this Note shall be payable to the extent of Distributions. This Note does not evidence a general recourse obligation of Borrower. If there are no Distributions or if Distributions are not sufficient to pay the Face Value and Interest accrued thereon by the Maturity Date, Borrower’s obligations hereunder shall be reduced to the amounts of Distributions actually received or payable to Borrower and any Borrower Affiliate.

II.COLLATERAL.

(a)    Collateral. As collateral security for the Obligations, the Borrower hereby transfers, grants, assigns and pledges to the Lender a continuing first-priority, perfected security interest in all of the Borrower's right, title and interest in, to and under the following (collectively, the "Collateral"), whether now or hereafter existing, and whether now owned or hereafter acquired:

(i)    the Scheduled Patents Proceeds, the Scheduled Patents, the Claims, the Patent Assets and the Patent Assets Proceeds

(ii)    the proceeds of and other amounts which may now or hereafter be payable under or in connection with any of the foregoing.

(b)    Perfection of Security Interest. The Borrower shall take all steps necessary to perfect and evidence the perfection of the first-priority security interest granted herein, and hereby covenants and agrees to take all such actions in connection therewith as the Lender may reasonably request and to take such further actions in such regard as the Lender may reasonably request from time to time, including, but not limited to, by executing and delivering all further instruments and documents, and any other actions relating to the renewal or extension of any provision for the continuing first-priority perfected security interest of the Lender in the Collateral, or to enable the Lender to exercise and enforce its rights and remedies hereunder in respect of the Collateral, all at the sole expense of the Borrower. The Borrower hereby irrevocably authorizes and appoints the Lender as the Borrower's attorney-in-fact to (i) file any and all UCC financing statements (including, without limitation, terminations and continuation statements and amendments thereto) naming the Borrower as debtor and the Lender as secured party and describing the Collateral and (ii) execute and deliver notices and other documents in furtherance of the foregoing, which power-of-attorney the Borrower hereby acknowledges and agrees is coupled with an interest. The Lender shall, at the written request of the Borrower, promptly after the Obligations are indefeasibly paid in full in cash, file or authorize the Borrower to file terminations of any such UCC financing statements at the expense of the Borrower and as prepared by the Borrower and reasonably acceptable to the Lender.

III.REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants on each day of the term of this Note that:

(a)    Organization; Requisite Power and Authority; Qualification; Other Names. The Borrower (a) is duly organized or formed, validly existing and in good standing under the laws of the state of its organization, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Transaction Documents to which it is a party, and to carry out the transactions contemplated thereby and fulfill its obligations thereunder, (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, and (d) does not operate or do business under any assumed, trade or fictitious name.

(b)    Due Authorization; Binding Obligation. The Borrower and the individual(s) signing this Note and each other Transaction Document on behalf of the Borrower, have full power and authority to incur and perform the obligations under this Note and such other Transaction Documents, all of which have been duly authorized. Each Transaction Document to which the Borrower is a party has been duly executed and delivered by the Borrower and is the legally valid and binding obligation of the Borrower and is in full force and effect, enforceable against the Borrower in accordance with its respective terms, except as may be limited by Debtor Relief Laws.

(c)    Compliance with Law; Governmental Approvals. The Borrower is in material compliance with all laws and has valid permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged and/or will engage in hereafter. No authorization or approval or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required for the due execution, delivery and performance by the Borrower of this Note or any other Transaction Document to which it is a party.

(d)    Title to Collateral. The Borrower is the current owner of all right, title and interest in, to and under all of the Collateral, free and clear of any Liens and other encumbrances other than Permitted Liens, and has not granted any other person any right in or to, or any Lien or encumbrance upon, any Collateral other than Permitted Liens. The Borrower has rights in and the power to pledge, transfer or grant a security interest in the Collateral.

(e)    Financial Condition and Financial Information. Any bank statements and financial statements of the Borrower that have been furnished to the Lender, and any such statements that may be furnished to the Lender following the Closing Date, fairly represent the financial condition of the Borrower at such dates. All documents, forms and recorded interviews regarding the Borrower’s financial condition provided to or shared with the Lender are true, accurate and complete in all material respects.

(f)    No Pending or Contemplated Bankruptcy. The Borrower is not insolvent and does not contemplate and has not filed any petition for bankruptcy protection under any Debtor Relief Law, and there has been no involuntary petition brought or that is pending against the Borrower. The Borrower has not consulted with a bankruptcy attorney within the six (6) month period immediately preceding the Closing Date. The Borrower does not anticipate filing for bankruptcy protection under any Debtor Relief Law, nor does it anticipate that an involuntary petition under any Debtor Relief Law will be filed against it.

(g)    No Violation of Law or Other Agreements. The Borrower's execution and performance of this Note and each other Transaction Document to which it is a party, and the exercise by the Lender of any of its rights and remedies hereunder and thereunder, will not conflict with any other agreement, obligation, promise, court order, administrative order or decree, law or regulation (including ERISA) to which the Borrower is subject, including any agreement that prohibits the sale or pledge of the Collateral. As of the Closing Date, the Borrower is not in default of any of its obligations pursuant to any existing agreement with any third party, and no claim or, to the best of the Borrower’s knowledge, threat of default has been made against the Borrower by any Person, in each case that could reasonably be expected to have (i) an adverse effect on the Collateral, or (ii) a material adverse effect on the Borrower.

(h)    Independent Evaluation. The Borrower is experienced in borrowing funds to finance litigation and other business expenses and has sufficient resources and legal knowledge to review and interpret this Note or seek qualified counsel or financial advisors to do so. In making its decision to enter into this financing transaction, the Borrower has relied or shall rely solely on its own independent investigation and evaluation of applicable law and the advice of its own counsel or financial advisors and not on any comments, statements or other materials made or given by or on behalf of the Lender or any of its Affiliates.

(i)    Litigation. There are no actions, lawsuits, arbitrations, claims or proceedings pending by or against the Borrower or, to the knowledge of the Borrower, threatened against the Borrower, before any court or administrative agency that (a) involves any of the transactions described in this Note, (b) could reasonably be expected to impede the consummation of the transactions contemplated in this Note, (c) contests the Borrower's right to be paid recoveries under the Claims or (d) could reasonably be expected to materially and adversely affect (i) amount of the recoveries under the Claims, (ii) any action taken or to be taken by the Borrower under this Note, or (iii) the Collateral.

(j)    Security Interest. This Note creates a valid security interest in favor of the Lender in the Collateral, as security for the Obligations arising under this Note, and upon the filing of a financing statement describing the Collateral with the appropriate authorities in the Borrower's jurisdiction of organization, the Lender will have a perfected first-priority security interest in the Collateral.

(k)    Identifying Information. The true and correct U.S. taxpayer identification number of the Borrower is set forth on Appendix 2. The exact legal name of the Borrower and any prior legal names, fictitious or "d/b/a" names, and the Borrower's jurisdiction of organization, chief executive office and organizational identification number, in each case, at the date of this Note (and for the five years immediately preceding the date of this Note) are as set forth on Appendix 2.

IV.AFFIRMATIVE COVENANTS. Until the indefeasible payment in full of the Obligations in cash, the Borrower shall perform all covenants in this Section IV.

(a)    Representations and Warranties. The Borrower shall (i) ensure that all of the representations and warranties of the Borrower under this Note and any other Transaction Document continue to be true in all material respects and (ii) immediately notify the Lender in writing if any such representation or warranty ceases to be true in all material respects.

(b)    Compliance with Laws. The Borrower shall comply in all material respects with the requirements of all applicable laws, rules, regulations and orders.

(c)    Duty to Collect and Remit Distributions.

(i)    The Borrower will conduct its business in good faith and at its current level, and will use its best efforts to ensure that the Distributions shall exceed the due and unpaid Obligations hereunder. The Borrower shall irrevocably instruct each payor of any Proceeds to deposit all amounts constituting Proceeds directly into the Claims Proceeds Account. Borrower shall deposit and shall ensure that any party taking possession or control over any part or all of the Proceeds payable to Lender shall deposit 100% of such amounts into the Claims Proceeds Account.

(ii)    The Borrower shall (A) at the Borrower's sole expense, defend the Lender's right, title and security interest in and to the Collateral against the claims of any other person or entity, and (B) take all necessary actions to ensure that all Distributions shall be paid to the Lender in accordance with the terms of this Note.

(d)    Case Reporting; Lender Access:

(i)    Access to Borrower's Property. Subject to the preservation of applicable legal privileges, the Borrower shall (A) permit the Lender to enter, with reasonable notice, the premises of the Borrower's business for the purpose of inspecting the Borrower's books and records for purposes of validating the Borrower's compliance with this Note, (B) provide the Lender with access to its employees and records and all other items as reasonably requested by the Lender, in each case to the extent relating to the Borrower’s compliance with this Note or otherwise the transactions contemplated hereby and (C) provide the Lender with information about its business operations, banking relationships, vendors, landlord and other information reasonably requested by the Lender, and permit the Lender to interview any relevant parties, in each case to the extent relating to the Borrower’s compliance with this Note or otherwise the transactions contemplated hereby.

(ii)    Quarterly Reporting. Subject to the preservation of applicable legal privileges, on or prior to the tenth (10^th^) calendar day following the end of each calendar quarter, the Borrower shall deliver to the Lender a written report setting forth a summary of the status of each Claim in a form reasonably satisfactory to the Lender, which report shall describe in reasonable detail any material change in the status of any of the Claims, Patent Assets or Scheduled Patents and the amounts payable to Borrower or any Borrower Affiliate therefrom upon obtaining knowledge thereof, including any [ꞏ] changes to the potential receipt of Proceeds.

(iii)    Annual Tax Returns. The Borrower **** shall provide to the Lender a copy of the Borrower’s annual Federal and state income tax returns promptly after the filing thereof.

(iv)    Notice of Breaches. Promptly upon the Borrower becoming aware of the occurrence of a Default or Event of Default under the Note or that any representation or warranty made or deemed made by the Borrower hereunder is no longer true and accurate in all material respects, the Borrower shall deliver, or cause to be delivered, to the Lender, a certificate of an authorized officer specifying the nature and period of existence of such occurrence and what action the Borrower has taken, is taking and proposes to take with respect thereto.

(v)    Additional Information. The Borrower shall provide any other information reasonably requested by the Lender from time to time relating to Borrower's business and financial affairs.

(e)    Delivery of Supporting Documents. The Borrower shall deliver to the Lender true, correct and complete copies of material Claim documents once filed in the relevant court or administrative body.

(f)    Payment of Taxes and Claims. The Borrower shall make due and timely payment or deposit of (i) all federal and material state, and local and other taxes, assessments, or contributions required of the Borrower by law, including, but not limited to, those laws concerning income taxes, employment taxes, sales taxes, use taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to the Lender, on demand, proof satisfactory to the Lender indicating that the Borrower has made such payment or deposits and any appropriate certificates attesting to the payment or deposit thereof, and (ii) all other lawful claims which, if unpaid, could reasonably be expected to result in (x) a material Lien or material charge upon any of the Borrower's properties (excluding the Collateral), or (y) a Lien or charge upon the Collateral; provided that the Borrower need not make any payment if the amount or validity of such payment is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with generally accepted accounting principles.

(g)    Financial Covenants; Solvency. The Borrower shall (i) maintain sufficient reserves of cash and/or cash equivalents to cover at least [ꞏ] of operating expenses, and (ii) pay all debts and payment obligations promptly as they become due; unless the amount or validity of such payment is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with generally accepted accounting principles.

(h)    Financial Information. The Borrower will notify the Lender immediately if there are material adverse changes, financial or otherwise, in the condition or operation of the Borrower or any Borrower Affiliate or any change in the ownership of the Borrower or any Borrower Affiliate. The Borrower shall provide the Lender with bank statements reflecting deposits in and distributions from the Borrower and such Borrower Affiliates’ accounts on a monthly basis, and shall provide such additional bank statements or financial statements as the Lender may at any time reasonably request, in each case, within five (5) Business Days of such request.

(i)    Insurance. The Borrower shall possess and maintain insurance in such amounts and against such risks as are necessary to protect its business and will provide proof of such insurance to the Lender upon demand.

V.NEGATIVE COVENANTS. Until the indefeasible payment in full of the Obligations in cash, the Borrower shall perform all covenants in this Section V.

(a)    Dispositions; Liens. Except in connection with a transaction pursuant to which the Lender will be prepaid in full simultaneously with the closing of such transaction and in accordance with Section I(d), the Borrower shall not (i) enter into any merchant cash advance, loan agreement or accounts receivable sale or financing arrangement, or (ii) create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any of its assets, including the Collateral, except, in each case, for Permitted Liens.

(b)    Change of Name or Location; Mergers; Sale or Closing of Business.

(i)    The Borrower shall not (A) change its legal name or conduct its businesses under any fictitious or "d/b/a" name, or change the state in which the Borrower is organized, (B) form any corporation, partnership, limited liability partnership, limited liability company or other entity for purposes of conducting its businesses, or (C) change any of its places of business, in each case, without promptly notifying the Lender in writing.

(ii)    The Borrower shall not (A) merge or consolidate with or into any other Person or acquire all or substantially all of the capital stock or property of another Person, or (B) sell, dispose, transfer or otherwise convey all or substantially all of its business or assets unless the Lender shall have expressly consented to such transaction in writing.

(iii)    None of Borrower or any Affiliate of Borrower shall engage in any business, other than or reasonably related or incidental to the business currently engaged in by the Borrower without Lender’s prior written consent. For the avoidance of doubt, Borrower’s current business includes the productization of RF transceiver technologies [ꞏ].

(iv)    None of Borrower or any Affiliate of Borrower will create any new Affiliate of Borrower without Lender’s prior written consent.

(c)    No Diversion of Receipts. The Borrower shall not cause any Scheduled Patents Proceeds and Patent Assets Proceeds to be directed, distributed or transferred to Person other than the Lender.

(d)    No Impairment. The Borrower shall not take any action or make any omission that (i) is reasonably likely to have a material adverse effect on any Claim, (ii) would give any Person an interest in the Distributions or that would share the Distributions other than the Lender, or (iii) would reduce the expected Distributions payable to Lender.

(e)    Indebtedness. Without the prior written consent of the Lender, the Borrower shall not incur or assume any liabilities, obligations or indebtedness which is secured by all or any portion of the Collateral except for the Obligations hereunder.

(f)    Modification to Right of Payment. Without the prior written consent of the Lender, the Borrower shall not enter into any agreement with any Person concerning any of the Collateral which in any way delays or modifies any of the Borrower's material rights in the Collateral.

VI.EVENTS OF DEFAULT. If any one or more of the following events shall occur (each an "Event of Default"):

(a)    Payment Default. The Borrower shall fail to pay any principal of or interest on this Note when the same shall be due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall remain unremedied for two (2) Business Days after the earlier of (i) the Borrower becoming aware of such failure, or (ii) receipt by the Borrower of written notice from the Lender or any other Person of such failure; or

(b)    Breach of Representation. Any representation or warranty made by the Borrower in this Note, any other Transaction Document or in any document or certificate executed in connection with this Note or any other Transaction Document shall have been incorrect in any material respect when made, and, if capable of being remedied, shall remain unremedied for ten (10) Business Days after the earlier of (i) the Borrower becoming aware of such falsity, or (ii) receipt by the Borrower of written notice from the Lender or any other Person of such falsity; or

(c)    Breach of Certain Covenants. The Borrower shall fail to perform or comply with any term, covenant or agreement contained in Sections I(e) (except to the extent covered under clause (a) of this Section VI), Section I(h), or Section V of this Note to be performed or observed by the Borrower; or

(d)    Breach of Other Covenants. The Borrower shall fail to perform or comply in any material respect with any term, covenant or agreement contained in this Note or any other Transaction Document to be performed or observed by the Borrower (other than any such term, covenant or agreement covered under any other clause of this Section VI); such failure shall remain unremedied for fifteen (15) Business Days after the earlier of (i) the Borrower becoming aware of such failure, or (ii) receipt by the Borrower of written notice from the Lender or any other Person of such failure; or

(e)    Material Adverse Change. If there occurs any impairment in the perfection of the Lender's security interests in the Collateral or the priority of the Lender's security interests in the Collateral, other than to the extent caused by any action of the Lender; or

(f)    [Reserved].

(g)    Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief (other than a decree or order described in clause (ii)) in respect of the Borrower in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or State law; or (ii) an involuntary case shall be commenced against the Borrower under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

(h)    Voluntary Bankruptcy; Appointment of Receiver, etc. (i) The Borrower shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Borrower shall make any assignment for the benefit of creditors; (ii) the Borrower shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) the board of directors (or similar governing body) of the Borrower (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in this Section VI(h) or in Section VI(g); or

(i)    Dissolution. Any order, judgment or decree shall be entered against the Borrower decreeing the dissolution or split up of the Borrower and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or

(j)    Fraud; Willful Misconduct; Theft; Gross Negligence. Fraud (including, without limitation, any fraudulent conveyance involving the intent to hinder, defraud or delay), willful misconduct or gross negligence by the Borrower which in any way relates to the any board member or officer of Borrower which in any way relates to the Collateral or any Claim; or

(k)    Collateral Documents; Hindrance. (i) Any provision of this Note or any other Transaction Document shall at any time for any reason be declared to be null and void by a court of competent jurisdiction, or the validity or enforceability hereof or thereof shall be contested by any third party, or a proceeding shall be commenced by third party seeking to establish the invalidity or unenforceability hereof or thereof, in each case to the extent such circumstance could reasonably be expected to have a material adverse effect on the Collateral or the ability to Borrower to satisfy the Obligations to Lender, (ii) the validity or enforceability of this Note, any other Transaction Document shall be contested by the Borrower, or a proceeding shall be commenced by the Borrower seeking to establish the invalidity or unenforceability hereof or thereof, or the Borrower shall deny that it has any liability or obligation hereunder or thereunder, (iii) any intentional act by the Borrower that prevents, delays or hinders the perfection of the Lender's security interests in the Collateral or otherwise results in any material damage or diminution in value of any of the Collateral or the Lender's interest therein, or (iv) without the prior written consent of the Lender, any voluntary sale, encumbrance or disposition by the Borrower of the Collateral or any part thereof or interest therein; or

(l)    Criminal Acts. The Borrower or any board member or officer of Borrower (i) shall be convicted (whether by trial, admission, plea bargain or any other type of settlement) of any felonies (other than any arrest related to any routine vehicular incident), or (ii) shall willfully violate any material law or material legal requirement relating to the business property or assets of the Borrower; or

(m)    Failure to Cooperate. Borrower shall fail to use best efforts to cooperate with the Lender in connection with disposing of, and collecting amounts owed under, the Collateral after an Event of Default has occurred and is continuing under the Note, and such failure has not been cured promptly after Borrower written notice of such failure from the Lender;

THEN, (i) upon the occurrence of any Event of Default described in Sections VI(g) or (h), automatically, and (ii) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Lender: (1) the outstanding principal amount of this Note and all other amounts due hereunder shall be immediately due and payable, whereupon the outstanding principal amount of this Note and all such other Obligations shall become and shall be forthwith due and payable (with full recourse to the Borrower), without diligence, presentment, demand, protest or other notice of any kind, including, without limitation, notice of intent to accelerate or notice of acceleration, all of which are hereby expressly waived and (2) the Lender may exercise any and all of its other rights under applicable law, hereunder and under the other Transaction Documents.

Upon the occurrence and during the continuance of an Event of Default, whether or not the Lender elected to accelerate the Obligations or enforce other remedies, the unpaid principal amount of this Note, and, to the extent permitted by applicable law, unpaid portion of the Accrued Interest Amount or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable Debtor Relief Laws) at the Default Rate until no Event of Default is then continuing. For the avoidance of doubt, if an Event of Default has occurred, such Event of Default shall continue unless and until such Event of Default has been waived in writing by the Lender, regardless of whether the circumstances that caused such Event of Default have been cured; provided, however, that such continuation shall not apply with respect to the application of the Default Rate, which shall cease to accrue at the time such Event of Default is cured.

VII.LENDER'S RIGHTS AND REMEDIES.

(a)    General Remedies. Upon the occurrence and during the continuance of an Event of Default, the Lender may from time to time exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i)    Personally, or by agents, nominees or attorneys, immediately take possession of the Collateral or any part thereof, from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Borrower's premises where any of the Collateral is located, remove such Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of the Borrower;

(ii)    Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Lender, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to the Borrower, the Borrower shall hold all amounts received pursuant thereto in trust for the benefit of the Lender and shall promptly (but in no event later than one (1) Business Day after receipt thereof) pay such amounts to the Lender;

(iii)    Retain and apply to the Obligations in accordance with the terms hereof any and all distributions received, receivable or otherwise distributed to the Borrower in respect of or in exchange for any or all of the Collateral, including all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including any Distributions, and including as a result of a split, revision, reclassification or other like change of the Collateral;

(iv)    Exercise any and all rights as beneficial and legal owner of the Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Collateral;

(v)    Sell, assign, give option or options to purchase or otherwise dispose of Collateral as provided in Section VII(b);

(vi)    Exercise all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) or any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement;

(vii)    Prior to any disposition of the Collateral as provided in Section VII(b), hold, use, collect, receive, assemble, store, process, repair or recondition the Collateral, or any part thereof, or prepare the Collateral for such disposition, in each case in any manner to the extent the Lender deems appropriate for the purpose of preserving the Collateral or the value of the Collateral, or for any other purpose deemed appropriate by the Lender; and

(viii)    Bring suit or other proceedings before any governmental authority either for specific performance of any covenant or condition contained in any of the Transaction Documents or in aid of the exercise of any right granted to the Lender in any of the Transaction Documents.

(b)    Sales of Collateral. Upon the occurrence and during the continuance of an Event of Default, the Lender may from time to time, without notice, except as specified below, solicit and accept bids for and sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any exchange or at any of the Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days' prior written notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and that it shall be commercially reasonable for the Lender to sell the Collateral on an "as is" basis, without representation or warranty of any kind. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c)    Power of Attorney. The Borrower irrevocably and unconditionally appoints the Lender as the attorney-in-fact of the Borrower, with, subject to applicable law, full power of substitution and revocation, to take, in the name and on behalf of the Borrower or otherwise, upon the occurrence of an Event of Default which is continuing beyond any applicable cure or grace period provided for herein, any of the following actions: (i) to execute on behalf of the Borrower as Borrower and to file financing statements necessary or desirable in the Lender's sole discretion to perfect and to maintain the perfection and priority of the Lender's security interest in the Collateral, (ii) to endorse and collect any Proceeds or other cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Note or any financing statement with respect to the Collateral as a financing statement or other recordal and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a Borrower) in such offices as the Lender in its sole discretion reasonably deems necessary or desirable to perfect and to maintain the perfection and priority of the Lender's security interest in the Collateral, (iv) to demand, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Lender may reasonably deem appropriate, (v) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other rights in respect thereof, (vi) to defend, settle or compromise any action brought in respect of the Collateral, and, in connection therewith, give such discharge or release as the Lender may reasonably deem appropriate relating to the Collateral, (vii) to direct any parties liable for any payment in connection with any of the Collateral, to make payment of any and all monies due and to become due thereunder directly to the Lender for application in accordance with the terms hereof, (viii) to receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral for application in accordance with the terms hereof, (ix) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Lender were the absolute owner thereof for all purposes; and (x) to do all other acts and things necessary (a) to carry out this Note and the other Transaction Documents and (b) to exercise the rights and benefits of the Borrower in respect of the Collateral (to the extent permitted by applicable law); and the Borrower agrees to reimburse the Lender on demand for any payment reasonably made or any expense reasonably incurred by the Lender in connection with any of the foregoing; provided that, this authorization shall not relieve the Borrower of any of its obligations under this Note or any other Transaction Document. The power of attorney granted pursuant to this Section VII(c) is coupled with an interest and may not be revoked or canceled without the Lender's written consent. NONE OF THE LENDER NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO THE BORROWER FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Lender under this Section VII(c) are solely to protect the Lender's interests and shall not impose any duty upon the Lender to exercise any such powers.

VIII.SUCCESSORS AND ASSIGNS.

(a)    This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not assign any rights or obligations hereunder or any interest herein without the prior written consent of the Lender. The Lender may, in its sole and absolute discretion, (a) assign to one or more other entities or persons all or a portion of its rights or obligations under this Note and may transfer this Note to any assignee without the consent of the Borrower; provided that the Lender may at any time assign all or a portion of its rights or obligations under this Note and may transfer this Note to any Affiliate of the Lender; provided further, that the Lender may assign all or a portion of its rights or obligations under this Note and may transfer this Note to any Person, in the Lender's sole and absolute discretion, at any time following the occurrence and during the continuation of an Event of Default, or (b) sell to one or more other entities or persons a participation interest in the loan evidenced by this Note; provided that the Lender and its Affiliates as of the Closing Date retain sole decision-making authority with respect to any actions or decisions of the Lender under this Note following any such sale of a participation interest.

(b)    The Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register for the recordation of the name and address of the Lender and the Committed Amount, and principal amount (and stated interest) of this Note owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Lender shall treat each person or entity whose name is recorded in the Register as the holder hereunder for all purposes of this Note. The Register shall be available for inspection by the Borrower and any holder of this Note at any reasonable time and from time to time upon reasonable prior notice.

(c)    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in this Note (the “Participant Register”). The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and the Lender shall treat each person or entity whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Note.

IX.MISCELLANEOUS.

(a)    Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including communication by electronic mail). All such notices and communications shall be effective, upon receipt, or in the case of (i) notice by electronic mail, when written communication of receipt is obtained or (ii) in the case of personal delivery or overnight mail, when delivered. All such notices, demands and other communications shall be sent (A) in the case of the Lender, to the Lender, at the addresses set forth below the signature of the Lender to this Note, or to such other address or telecopy number as shall be specified by the Lender by notice given in accordance with this Section IX(a), and (B) in the case of the Borrower, to the Borrower at the addresses set forth below the signature of the Borrower to this Note, or to such other address as shall be specified by the Borrower by notice given in accordance with this Section IX(a).

(b)    No Waiver. No failure on the part of the Lender to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Lender preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of the Lender. No amendment or waiver of any provision of this Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(c)    Unenforceability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(d)    INDEMNITY. WHETHER OR NOT ANY DISTRIBUTIONS ARE RECEIVED, THE BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES' APPROVAL OF COUNSEL, NOT TO BE UNREASONABLY WITHHELD), INDEMNIFY, PAY AND HOLD HARMLESS, THE LENDER AND ITS AFFILIATES, OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES AND AGENTS (EACH, AN "INDEMNITEE"), FROM AND AGAINST ANY AND ALL OF ITS INDEMNIFIED LIABILITIES; PROVIDED, THAT THE BORROWER SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE ORDER OR JUDGMENT. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION IX(d) MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL OF ITS INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.

(e)    Usury Savings.

(i)    Notwithstanding anything to the contrary in this Note, it is the intention of the Borrower and the Lender to conform strictly to any applicable usury laws. If at any time the payment of interest accruing at the Interest Rate or any interest accruing at the Default Rate would exceed the maximum non-usurious contract rate of interest allowed from time to time by applicable law (the "Highest Lawful Rate"), the rate of interest to accrue on the unpaid balance of principal under this Note shall be limited to the Highest Lawful Rate, but any subsequent reductions in such rate of interest shall not reduce the Interest Rate or Default Rate (as applicable) below the Highest Lawful Rate until the total amount of interest accrued hereunder equals the amount of interest which would have accrued if the Interest Rate and/or Default Rate (as applicable) had at all times been in effect without respect to any limitation.

(ii)    Regardless of any provision contained herein, or in any other document executed in connection herewith, the holder hereof shall never be entitled to receive, collect, or apply, as interest hereon, any amount in excess of the Highest Lawful Rate, and in the event the holder hereof ever receives, collects or applies, as interest, any such excess, such amount shall be deemed a partial prepayment of principal, and, if the principal hereof is paid in full, any remaining excess shall forthwith be refunded to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Borrower and the holder hereof shall, to the maximum extent permitted by law, (A) characterize any non-principal payment as an expense, fee or premium rather than as interest, (B) exclude voluntary prepayment and the effects thereof and (C) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout the entire term hereof.

(f)    Entire Agreement. Other than as to that certain letter agreement between Lender and Borrower dated May 30, 2023 [ꞏ], this Note, together with the PPFPA and all related Exhibits and Schedules, constitute the sole and entire agreement of the Borrower and Lender with respect to the subject matter of this Note and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter, including, without limitation, the Advance Agreements. The Borrower and Lender have not relied on any statement, representation, warranty, or agreement of the other party or of any other person on such party's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Note and/or the PPFPA.

(g)    Submission to Jurisdiction. Each of the Borrower and the Lender hereby (i) irrevocably submits to the nonexclusive jurisdiction of any State or Federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Note, (ii) waives any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines, and (iii) irrevocably agrees that all claims in respect of such an action or proceeding may be heard and determined in such State or Federal court.

(h)APPLICABLE LAW . THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. THE PARTIES HERETO HEREBY DECLARE THAT IT IS THEIR INTENTION THAT THIS NOTE SHALL BE REGARDED AS MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND THAT THE LAWS OF SAID STATE SHALL BE APPLIED IN INTERPRETING ITS PROVISIONS IN ALL PROCEEDINGS WHERE LEGAL INTERPRETATION SHALL BE REQUIRED. EACH OF THE PARTIES HERETO AGREES (I) THAT THIS NOTE INVOLVES AT LEAST $100,000.00, AND (II) THAT THIS NOTE HAS BEEN ENTERED INTO BY THE PARTIES HERETO IN EXPRESS RELIANCE UPON 6 DEL. C. § 2708.

(i)    Waiver of Jury Trial. The Borrower and the Lender (by its acceptance hereof) mutually waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Note.

(j)    Confidentiality. Each party hereto agrees that the terms included in this Note and disclosed in connection with the consummation of the transactions contemplated hereby shall be kept strictly confidential, shall not be reproduced or disclosed (except as required by law), and shall not be used by any party hereto or their respective Affiliates other than in connection with the transaction described herein except with the prior written consent of the Lender; provided, however, each party hereto hereby consents to any party's disclosure of this Note: (a) to its respective officers, directors, employees, attorneys, accountants, agents and advisors who are directly involved in the implementation of the terms and conditions of this Note to the extent such persons have a reasonable need to know such information and have agreed to hold the same in confidence, (b) as required by applicable law or compulsory legal process (in which case each party hereto agrees to inform the Lender promptly thereof), (c) with respect to the Lender, to any of its potential assignees, participants or financing sources, and (d) with respect to the Borrower, to another potential lender or investor seeking to provide the Borrower or any Affiliate of any of the Borrower, or any Affiliate of any of them, with financing, so long as either (i) such disclosure is limited to the identification of the Lender, the Collateral and the amount of the outstanding Obligations hereunder, or (ii) any such lender or investor has entered into a confidentiality agreement with the Lender in form and substance reasonably acceptable to the Lender.

(k)    Equal Preparation. The Borrower and the Lender agree that each party has participated equally in the negotiation and preparation of this Note and that the rule of law that ambiguities contained in a contract shall be construed against the drafter thereof shall not be applied to this Note or the interpretation of any term or provision hereof.

(l)    Interpretation. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Appendix, Schedule or Exhibit shall be to an Article, Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word "include" or "including," when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The words "hereof", "herein", "hereunder" and words of similar import when used in this Note shall refer to this Note as a whole and not to any particular provision of this Note. Unless the context requires otherwise or as otherwise specified in any applicable Transaction Document, (a) reference to any Person include that Person's successors and assignees, (b) any definition of or reference to any Transaction Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or therein), and (c) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. The paragraph and section headings contained in this Note are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

(m)    Execution in Counterparts. This Note may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed signature page to this Note by facsimile transmission or other electronic image scan transmission (e.g., "PDF" or "tif" via email) shall be as effective as delivery of a manually signed counterpart of this Note.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this Secured Promissory Note as of the day and year first above written.

BORROWER:

PARKERVISION, INC.
By:
Name:         __________________________
Title:         __________________________

Notice information for the Borrower:

PARKERVISION, INC.

STATE OF ______________         )

) SS.:

COUNTY OF ____________         )

On the ____________ day of August, 2023 before me, the undersigned, a Notary Public in and for said State, personally appeared, ___________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed in the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

_______________________________

Notary Public

Accepted and Agreed as of the date first written above:

LENDER:

BRICKELL KEY INVESTMENTS LP

________________________________________

Name:

Title:         Director for and on behalf of Brickell Key Partners GP Limited,

as General Partner of Brickell Key Investments LP

Notice information for the Lender:

Brickell Key Investments LP

11 New Street

St. Peter Port

Guernsey GY1 2PF

Attention: Corporate Secretary

[ꞏ]

With a copy to:

Brickell Key Asset Management Limited

11 New Street

St. Peter Port

Guernsey GY1 2PF

Attention: Corporate Secretary

[ꞏ]

and

[ꞏ]

Notice information for the Borrower

ParkerVision, Inc.

4446-1A Hendricks Ave, Suite 354

Jacksonville, FL 32207

[ꞏ]

APPENDIX 1

TO SECURED PROMISSORY NOTE

LIST OF DEFINED TERMS

"Accrued Interest Amount" means at any time the interest accrued on the outstanding balance of the Note at the Interest Rate and, if applicable, the Default Rate.

"Advance Agreements" has the meaning ascribed to it in the preamble hereto.

“Affiliate” means, with respect to any Person, any other Person that controls or is controlled by or is under common control with the referenced Person. For all purposes herein, Affiliate includes subsidiaries of such Person.

“Attorneys” means Mintz Levin Cohn Ferris Glovsky and Popeo PC, McKool Smith, a professional corporation, and Daignault Iyer LLP.

"Borrower" has the meaning ascribed to it in the preamble hereto.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which banks located in New York, New York are authorized or required to close.

“Claims” means the cases and claims referenced in Schedule A asserted, or to be asserted by the Borrower or any of its Affiliates or by special purpose vehicle(s) against alleged infringers, including, but not limited to, [ꞏ].

"Claims Proceeds Account" means an attorney-client escrow account in the name of the Borrower and under the control of an Attorney, subject to all of the applicable restrictions customarily placed upon such accounts by the laws of the State of New York, separate from any other client escrow account held by Escrow Agent, and subject to the terms and conditions of the Escrow Agreement.

"Closing Date" means the date of this Note.

"Collateral" has the meaning ascribed to in Section II(a).

"Committed Amount" has the meaning set forth in the preamble hereto.

"Debtor Relief Law" means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

"Default" means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

"Default Rate" has the meaning ascribed to it in Section I(c).

"Distributions" means Proceeds less all amounts payable to attorneys and specified third parties, if any, pursuant to engagement letters [ꞏ].

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Escrow Agent” shall have the meaning set forth in each Escrow Agreement.

“Escrow Agreement” means the escrow arrangements providing for the Claims Proceeds Accounts as set forth in the respective engagement letters between Borrower and Attorneys.

"Event of Default" has the meaning ascribed to it in Section VI.

"Highest Lawful Rate" has the meaning ascribed to it in Section IX(e)(i).

"Insolvency Proceeding" means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

"Interest Rate" has the meaning ascribed to it in Section I(b).

"Lender" has the meaning ascribed to it in the preamble hereto.

"Lien" means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance of any kind.

“Maturity Date” has the meaning ascribed to it in Section I(g).

"Note" has the meaning ascribed to it in the preamble hereto.

"Obligations" shall mean, without duplication, all present and future obligations, indebtedness and liabilities of the Borrower to the Lender at any time and from time to time of every kind, nature and description, direct or indirect, secured or unsecured, joint and several, absolute or contingent, due or to become due, matured or unmatured, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, under or otherwise relating to this Note or the other Transaction Documents, including, without limitation, interest, all applicable fees, charges and expenses and/or all amounts paid or advanced by any Person on behalf of or for the benefit of the Lender for any reason at any time, and including, without limitation, in each case, obligations of performance as well as obligations of payment and interest that accrue after the commencement of any Insolvency Proceeding or any other proceeding by or against the Borrower, whether or not such claim is allowed against the Borrower for such interest in such proceeding.

"Patent Assets" means those patents and Pending Patent Applications and litigations set forth in Schedule B.

"Patent Assets Proceeds" **** means [ꞏ].

“Pending Patent Applications” means any patent application, U.S. or foreign, that has been filed but not yet issued as a patent, including but not limited to, any provisional or nonprovisional (utility) application, including any continuations, continuations-in-part, divisionals, reissues, refilings, PCTs, or equivalent applications.

"Permitted Lien" means (a) the Liens securing the Obligations created pursuant to this Note and the other Transaction Documents, and (b) Liens securing indebtedness permitted by Section V(e), so long as such Liens do not extend to all or any portion of the Collateral.

"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

“PPFPA” means that certain Prepaid Forward Purchase Agreement dated August 14, 2023 between Borrower and Lender.

"Proceeds" means any and all [ꞏ] Scheduled Patents Proceeds and Patent Assets Proceeds, [ꞏ].

“Scheduled Patents” means those patents and Pending Patent Applications and litigations set forth in Schedule A.

"Scheduled Patents Proceeds" means [ꞏ].

“Solvent” means as to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital.

"Transaction Documents" means this Note, the PPFPA, the Escrow Agreement and any other documents, agreements, instruments or notices entered into or delivered in connection with this Agreement.

"UCC" means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of Delaware or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

[Remainder of page intentionally left blank]

APPENDIX 2

TO SECURED PROMISSORY NOTE

IDENTIFICATION INFORMATION OF THE BORROWER

Borrower :

Legal Name: ParkerVision, Inc.
Jurisdiction of Organization: State of Florida
Address of Chief Executive Office 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207
Former Legal Names: n/a
Fictitious or "d/b/a" Names: n/a
U.S. Taxpayer Identification Number: 59-2971472

ex_587933.htm

Exhibit 10.2

Certain information in this Exhibit has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Such information is denoted by [ꞏ].

PREPAID FORWARD PURCHASE AGREEMENT

This Prepaid Forward Purchase Agreement (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 14, 2023 (the “Agreement Date”), is made by and between Brickell Key Investments LP, a Delaware limited partnership (“Purchaser”) and ParkerVision, Inc., a Florida corporation (“Seller”). In consideration of the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

Section 1. Definitions . The following terms shall have the following meanings when used in this Agreement:

“$” or “Dollars” means United States Dollars.

“Affiliate” means, with respect to any person, any other person that controls or is controlled by or is under common control with the referenced person. For all purposes herein, Affiliate includes subsidiaries of such person.

“Agreement” has the meaning given to it in the preamble to this Agreement.

“Agreement Date” has the meaning given to it in the preamble to this Agreement.

“Agreement Termination” means the termination of any and all rights (and obligations) to receive (and pay) the Purchase Price and to receive (and pay) the Total Purchased Return, as such rights (and obligations) are created by the terms of this Agreement.

“Attorneys” means Mintz Levin Cohn Ferris Glovsky and Popeo PC, McKool Smith, a professional corporation, and Daignault Iyer LLP.

“Attorney Representation Agreements” means those engagement letter between Seller and its Attorneys set forth in Exhibit C.

“Business day” means a day on which commercial banks settle payments and are open for general business in New York.

" Claims " means the cases and claims referenced in Schedule A asserted or to be asserted by Seller, or any of its Affiliates or by special purpose vehicle(s) against alleged infringers including, but not limited to, [ꞏ].

"Claims Proceeds Account" means an attorney-client escrow account in the name of the Seller and under the control of an Attorney subject to all of the applicable restrictions customarily placed upon such accounts by the laws of the State of New York, separate from any other client escrow account held by Escrow Agent, and subject to the terms and conditions of the Escrow Agreement.

“Deposit Date” has the meaning given to it in Section 2.2 of this Agreement.

“Encumbrance” means any (a) mortgage, pledge, lien, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance, or other adverse claim against title of any kind; (b) purchase, option, call, or put agreement or arrangement; (c) subordination agreement or arrangement; (d) prior sale, transfer, assignment, or participation by Seller of the Transferred Rights, the Proceeds, or any interest in the Claims; or (e) agreement or arrangement to create or effect any of the foregoing.

“Entity” means any individual, partnership, corporation, limited liability company, association, estate, trust, business trust, governmental authority, fund, investment account, or other person or entity.

“Escrow Agent” shall have the meaning set forth in each Escrow Agreement.

“Escrow Agreement” mean that certain escrow agreement entered into between and among Seller, Purchaser and Attorneys providing for the Claims Proceeds Accounts.

“including” means including, but not limited to.

“Indebtedness” means, without duplication, all items that constitute (a) indebtedness for borrowed money or the deferred purchase price of property (other than trade payables incurred in the ordinary course of business); (b) obligations arising under letter of credit facilities, bonds, notes or other instruments; (c) all liabilities secured by any Encumbrance on any of Seller’s property (other than mechanics’, repairmen’s or other like non-consensual statutory Encumbrances arising in the ordinary course of business with respect to obligations that are not past due); and/or (d) all guarantees or other liabilities with respect to any indebtedness of any other Entity.

“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations in effect thereunder.

“Market Quotation” means, with respect to any Transferred Rights an amount determined on the basis of quotations from Reference Market-makers. The parties will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the Deposit Date. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Transferred Rights cannot be determined.

“Party” means each of Seller and Purchaser, and Seller and Purchaser are collectively referred to as the “Parties.”

" Patent Assets " means those patents and Pending Patent Applications and litigations set forth in Schedule B.

" Patent Assets Proceeds " means [ꞏ].

" Pending Patent Applications " means any patent application, U.S. or foreign, that has been filed but not yet issued as a patent, including but not limited to, any provisional or nonprovisional (utility) application, including any continuations, continuations-in-part, divisionals, reissues, refilings, PCTs, or equivalent applications.

“Proceeds” means the Patent Assets Proceeds and the Scheduled Patents Proceeds.

“Purchase Price” means an amount equal to $10.00.

“Purchaser” has the meaning given to it in the preamble to this Agreement.

“Reference Market-makers” means four leading dealers in the relevant market, two of which are selected by each of Seller and Purchaser in good faith.

" Scheduled Patents Proceeds " means [ꞏ].

" Scheduled Patents " means those patents and Pending Patent Applications and litigations set forth in Schedule A.

“Seller” has the meaning given to it in the preamble to this Agreement.

“Settlement Date” **** means the second business day **** immediately following each Deposit Date.

“Total Purchased Return” means [ꞏ]% of all Proceeds.

“Transaction Documents” means, collectively, this Agreement, the Escrow Agreement, the Note and any other documents, instruments, or certificates entered into or delivered in connection with this Agreement.

“Transferred Rights” means, with respect to each Settlement Date, (a) all of Seller’s right, title, and interest in and to the Proceeds with a Value equal to the Total Purchased Return minus (b) all amounts paid to Purchaser by Seller pursuant to the Secured Promissory Note dated August 14, 2023, made by Seller for the benefit of Purchaser (the “Note”)), minus (c) the aggregate Value of Proceeds delivered on each prior Settlement Date, if any.

“Value” means, as of any date of determination, (i) with respect to Transferred Rights consisting of securities traded on a national securities exchange, the average of the closing prices on such exchange for the five trading days immediately prior to such determination; (ii) with respect to Transferred Rights consisting of securities not traded on a national securities exchange or other property (other than cash), the fair value of such Transferred Rights as determined by Market Quotation or as may be otherwise agreed by the parties; and (iii) with respect to Transferred Rights consisting of cash, the amount of such cash.

ARTICLE II

TERMS OF PURCHASE AND SALE

Section 2.1. Purchase and Sale of Proceeds . Purchaser agrees to pay the Purchase Price to Seller, on the Agreement Date, in immediately available funds pursuant to “Seller’s Wire Instructions” set forth on Exhibit A. In consideration of the Purchase Price, Seller agrees to deliver to Purchaser on each Settlement Date the Transferred Rights, free and clear of any Encumbrance, up to the total amount of Proceeds obtained on such Settlement Date, until the amount of Transferred Rights remaining equals zero.

Section 2.2. Receipt of Proceeds . Seller promptly will notify Purchaser of its receipt of any Proceeds (whether by or through the Attorneys for Seller’s account or otherwise). Within three (3) business days of Seller (or Attorneys) receiving any Proceeds, Seller will deposit (or cause to be deposited) such Proceeds into the Claims Proceeds Account (the date of each such deposit, a “Deposit Date”). Seller agrees to make the deposits required by this Section 2.2 prior to making any other payments from the Proceeds to any other Entity, including Seller. All payments to Purchaser shall be made free of any withholding, setoff, recoupment, or deduction of any kind except as required by law. In order to secure payment of the Proceeds and as a condition to Purchaser’s entering into this Agreement, Seller shall have delivered the Escrow Agreement, duly executed by Seller and Attorneys, on or prior to the Agreement Date. If Seller fails to timely deposit any Proceeds into the Claims Proceeds Account in accordance with this Section 2.2 of this Agreement and the Escrow Agreement, then, until such amount shall have been deposited, to the extent permitted by law, such amount shall be subject to a late payment penalty, payable on demand, of [ꞏ] per annum, accruing daily and compounding annually on the amount of unpaid Proceeds to Purchaser (the “Late Payment Penalty”).

Section 2.3. Agreement Termination . This Agreement creates rights and obligations of each of the Parties. The Parties intend that, upon Purchaser’s receipt of the Total Purchased Return, any rights and obligations created as a consequence of this Agreement shall terminate and the Agreement Termination shall occur. For the avoidance of doubt, Article I, Section 4.4, and Article V and Article VI shall survive any such termination.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. Mutual Representations . Each Party represents and warrants to the other Party as of the Agreement Date that:

(a) It has the power and authority to enter into and deliver this Agreement and the other Transaction Documents and to perform its obligations under the Transaction Documents.
(b) The execution, delivery, and performance of the Transaction Documents by it does not conflict with, and will not result in a violation of, (i) any agreement or other instrument that may be binding upon such Party or its assets or property; or (iii) any law, governmental regulation, court decree, or order applicable to such Party or such Party’s assets or property.
--- ---
(c) The Transaction Documents have been duly authorized, executed, and delivered by it, and constitute the legal, valid, and binding obligations of it, as well as its successors and assigns, enforceable against it in accordance with their respective terms.
--- ---
(d) No notice to, registration with, consent of, or any other action by any Entity (including any court) is or will be required for such Party to perform its obligations under the Transaction Documents.
--- ---
(e) It has engaged independent legal counsel and tax advisors, which have reviewed the Transaction Documents and advised such Party about the applicable terms and obligations.
--- ---

Section 3.2. Seller’s Representations . Seller represents and warrants to Purchaser as of the Agreement Date that:

(a) Seller is the sole legal and beneficial owner of to the Claims and will be the sole owner of the Proceeds when realized, in each case free and clear of any Encumbrances other than the obligations to Purchaser created under this Agreement and the Escrow Agreement.
(b) There are no suits, investigations, or proceedings pending or threatened against Seller that may adversely affect it, the Claims, the Proceeds (when realized), the Transferred Rights or its other assets.
--- ---
(c) Seller has not received any payment or distribution of Proceeds or in connection with the Claims.
--- ---
(d) Seller, to the knowledge of Seller, has provided to Purchaser true, correct, and complete copies of all material documents and other information relating to the Claims; provided, however, that Seller has not provided such documents and information to the extent that such disclosure would reasonably be expected to result in the loss of protection under the attorney-client privilege, attorney work product doctrine or similar protection or such information was, prior to the date hereof, explicitly made subject to any “Attorney’s Eyes Only” designation or other confidentiality obligation (“Excluded Information”). Even without the Excluded Information, to the knowledge of Seller, Seller has provided Purchaser with sufficient information to evaluate [ꞏ] the Claims. Seller believes that Seller will prevail in the Claims. The documents and information delivered by Seller to Purchaser that constitute statements by Seller do not contain any untrue statement by Seller of a material fact or omit to state a material fact necessary to make the statements made by Seller therein not misleading.
--- ---
(e) Before and after giving effect to the Transaction Documents, Seller is solvent and has the economic capability to perform its obligations under the Transaction Documents.
--- ---
(f) (i) Seller has no Indebtedness outstanding relating to the Proceeds or the Claims other than Indebtedness the material terms of which have been disclosed in writing to Purchaser and (ii) Seller is not in default under the documents governing such Indebtedness.
--- ---
(g) Except for the Transaction Documents and the Attorney Representation Agreements (including Seller's previous counsel), Seller has not entered into any assignment, financing, or other investment arrangement relating to the Claims, the Proceeds, or the Transferred Rights.
--- ---
(h) Seller has sole control of the Claims and any settlement decisions related thereto and will not delegate such control to any Entity.
--- ---
(i) Purchaser has not provided Seller with any legal, tax, or investment advice regarding selling the Transferred Rights or entering into the Transaction Documents or the Attorney Representation Agreements. Seller is capable of evaluating and understanding the terms, risks, and conditions of the transactions contemplated by the Transaction Documents and the Attorney Representation Agreements.
--- ---
(j) Seller brought and continues to pursue the Claims in the exercise of its independent judgment in consultation with its counsel. Purchaser has not prompted or encouraged initiation of any Claims, and, regardless of the existence of this Agreement, Seller would have brought and would continue to pursue the Claims.
--- ---

ARTICLE IV

COVENANTS

Section 4.1. Information . Subject to the Excluded Information provision of Section 3.2(d), Seller agrees and undertakes, directly or through Attorneys, to provide the information set forth in Annex A and to keep Purchaser informed about the progress of the Claims and the collection of the Proceeds, including providing sufficient details to enable Purchaser to continue to evaluate [ꞏ]. Subject to the foregoing limitation, promptly after becoming aware thereof, Seller directly or through Attorneys will inform Purchaser of any event that could reasonably be expected to have a material adverse effect on the Claims or the collection of any Proceeds.

Section 4.2. Claims . At all times, Seller will maintain sole control of the Claims and any settlement decisions related thereto. [ꞏ]. Seller will: (a) use its best efforts to enforce its rights and prosecute the Claims with all due skill, care, and speed; (b) use its best efforts to prevail in the Claims; (c) use its best efforts to obtain an outcome in the Claims that maximizes the amount of Proceeds; and (d) use its best efforts promptly to collect any Proceeds payable in connection with the Claims; provided, however, that nothing in this Agreement shall require Seller to continue the Claims to the extent Seller, at any time, reasonably determines that the Claims no longer has merit. Seller will be responsible for the prompt payment of any and all fees, costs and expenses incurred by Seller in prosecution of the Claims. For the avoidance of doubt, Seller acknowledges and agrees that Purchaser shall not direct the Claims or Attorneys regarding the Claims.

Section 4.3. Default . Seller shall promptly notify Purchaser of any default under the Transaction Documents.

Section 4.4. True Sale . Seller and Purchaser intend and agree that the transactions contemplated by the Transaction Documents shall constitute a true sale and absolute transfer of the Transferred Rights to Purchaser, thereby providing Purchaser with the full risks and benefits of ownership of the Transferred Rights, and each of Seller and Purchaser agrees that the transactions contemplated by the Transaction Documents shall be reflected on their respective books and records in a manner consistent with this intent and agreement. The Parties intend that any rights or obligations created as a consequence of this Agreement will terminate (within the meaning of Section 1234A of the Code) upon Buyer’s receipt of the full Total Purchased Return.

ARTICLE V

INDEMNIFICATION

Section 5.1. Indemnification and Repurchase . Seller shall indemnify, defend, and hold Purchaser and its officers, directors, managers, agents, partners, members, shareholders, controlling entities, and employees (collectively, “Indemnitees”), harmless from and against any liability, claim, cost, loss, judgment, damage, or expense (including reasonable attorneys’ fees and expenses) (“Losses”) that any Indemnitee incurs or suffers (a) as a result of, or arising out of, a breach of any of Seller’s representations, warranties, covenants, or agreements in the Transaction Documents, and / or (b) if caused by the Seller, in connection with the Claims and / or (c) as a result of third-party discovery proceedings relating to the Claims and / or the Transaction Documents; provided that, any amounts paid to Indemnitees pursuant to subclauses (b) and (c) above shall be limited to $[ꞏ].

ARTICLE VI

MISCELLANEOUS

Section 6.1. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to any principles of law that would require the application of the laws of another state).

Section 6.2. Income Tax Treatment . For income tax purposes, the Parties hereto agree to treat the Agreement, upon payment by the Purchaser of the Purchase Price, as creating prepaid forward contract for United States federal income tax purposes. Accordingly, the Parties shall not treat the transactions pursuant to this Agreement as creating, for United States federal income tax purposes, indebtedness of the Seller or a partnership between the Purchaser and the Seller. Each Party shall be responsible for the payment of its own income tax liabilities incurred in connection with the Transaction Documents and shall file all tax returns in a manner consistent with such treatment, unless otherwise required under applicable law. To the maximum extent permitted by law, the payment of the Total Purchased Return to Purchaser shall constitute an Agreement Termination resulting in a disposition of any assets created or transferred as a result of this Agreement. Seller shall furnish to Purchaser a properly completed and executed Internal Revenue Form W-9 setting forth the Seller is a United States person for United States federal income tax purposes. Seller will not issue any Form 1099 to Purchaser in connection with any payments made to Purchaser under this Agreement. Seller shall not withhold or deduct any amount from the payment of the Total Purchased Return to the Purchaser on account of taxes. Purchaser shall furnish to Seller a properly completed and executed Internal Revenue Form W-9 setting forth that Purchaser is a United States person for United States federal income tax purposes. Purchaser will not issue any Form 1099 in connection with the payment of the Purchase Price under this Agreement. Purchaser shall not withhold or deduct any amount from the payment of the Purchase Price to Seller under this Agreement on account of taxes.

Section 6.3. Relationship of the Parties; Election Out of Partnership Status . The relationship between Seller, on the one hand, and Purchaser, on the other, shall be that of seller and buyer. Neither is a trustee or agent for the other, nor does either have any fiduciary obligations to the other. This Agreement and the other Transaction Documents are not intended to create, and shall not be construed to create, a joint venture or a relationship of partnership or an association for profit between or among Seller and Purchaser or any other Entity. Notwithstanding any provision herein that this Agreement and operations hereunder shall not constitute a partnership, if, for United States federal income tax purposes, this Agreement and the operations hereunder are regarded as a partnership (the “Partnership”), each affected Party elects to be excluded from the application of the provisions of Subchapter K, Chapter 1, Subtitle A, of the IRC, as permitted and authorized by IRC Section 761 and the regulations promulgated thereunder. Purchaser is authorized and directed to execute on behalf of the Partnership any evidence of this election that may be required under United States federal income tax law. Each Party agrees to execute and furnish any documents and other evidence of the election as may be required under United States federal income tax law or that the Purchaser determines to be otherwise useful or necessary to establish the election. If the election is made, each Party shall act in a manner consistent with the election made pursuant to this Section 6.3 and file all tax returns in accordance with the election. In making the foregoing election, each Party states that the income derived by such Party from operations hereunder can be adequately determined without the computation of Partnership taxable income.

Section 6.4. Arbitration . Any controversy or claim arising out of or relating to this Agreement or any other Transaction Document, or the breach thereof, shall be settled by confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration hearings shall be held in the City of New York, New York, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. For the avoidance of doubt, the Parties agree that even claims for emergency equitable relief, such as a temporary restraining order, may be sought only in arbitration pursuant to this Section 6.4. The arbitrator will have the authority to: (a) compel adequate discovery for the resolution of the dispute, (b) award any and all remedies that any Entity would be entitled to seek in a court of law, and (c) determine its own jurisdiction by interpreting the scope of this arbitration clause and whether a controversy or claim arises out of or relates to this Agreement or any other Transaction Document. Notwithstanding the foregoing, this Section 6.4 shall not limit the right of Purchaser to: (i) exercise self-help remedies, such as but not limited to, setoff or (ii) act in a court of law to obtain an interim remedy, such as, but not limited to, writ of possession or appointment of a receiver, or additional or supplementary remedies relating to the Claims. The prevailing party in any arbitration pursuant to this Section 6.4, as determined by the arbitrator, shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs, and expenses incurred in connection with the arbitration, in addition to any other relief to which such prevailing party may be entitled. By agreeing to binding arbitration, the Parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any claim arising out of or relating to this Agreement or any other Transaction Document, or the breach thereof. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any claim is not arbitrated, the Parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such claim. WHETHER A CLAIM IS DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

Section 6.5. Confidentiality . The Parties agree that the existence of this Agreement, the Attorney Representation Agreements and each other Transaction Document, and the fact of and details surrounding the relationship between the Parties reflected by the Transaction Documents and the Attorney Representation Agreements, shall be held in strictest confidence unless the Parties agree in writing to disclose certain information (including for strategic benefit in the Claims) or as otherwise required by applicable law. The Parties agree that the Transaction Documents may not be used in connection with, or as the basis of documents for, any other transaction by Seller (other than transactions with Purchaser or with Seller's counsel), Seller’s counsel (other than transactions with Purchaser or with Seller), or any of Seller’s officers, directors, managers, agents, partners, members, shareholders, controlling entities, and employees.

Section 6.6. Mutual Drafting . The Transaction Documents will be deemed to have been jointly drafted by the Parties and no provision shall be interpreted or construed for or against either Party because such Party actually or purportedly prepared or requested such provision, any other provision or the Transaction Documents as a whole.

Section 6.7. Transfers .

(a) Neither Seller nor Purchaser shall assign or delegate its rights or obligations under this Agreement or the other related Transaction Documents without the prior written consent of the other Party; provided, however, that, in connection with an eventual syndication by Purchaser of its rights to potential proceeds from its portfolio of claims, including the Proceeds hereunder, Purchaser may, without the consent of Seller or any other person, assign or transfer to a third party all or part of its interest in (i) Proceeds under this Agreement, (ii) its share of any and all recoveries associated with the Claims and / or Proceeds and (iii) any other rights, licenses or obligations hereunder; provided, further however, that the third party assignee or transferee shall not be deemed a client of the Attorneys, shall not have any control over the Claims, shall not become a party to the Claims and shall not have any access to information in respect of the Claims that is privileged or otherwise judicially protected. Notwithstanding the above, Purchaser may assign, in whole or in part and without the consent of Seller or any other person, the rights, benefits and obligations of this Agreement to another pooled investment vehicle managed by Brickell Key Asset Management Limited, a Guernsey limited company, or its Affiliates or their respective successors and assigns.
(b) Without Purchaser’s prior written consent, Seller shall not cause or permit any Encumbrances or enter into any financing or hedging arrangement with respect to, or transfer any of its interests in, the Claims, the Proceeds, or the Transferred Rights, other than those Encumbrances disclosed in writing to Purchaser prior to the date of this Agreement.
--- ---
(c) Seller shall not transfer any of its rights or obligations in the Transaction Documents.
--- ---
(d) The Transaction Documents, including the representations, warranties, covenants, and indemnities contained in this Agreement, shall inure to the benefit of, be binding upon, and be enforceable by and against the Parties and their respective successors and permitted assigns.
--- ---

Section 6.8. Costs and Expenses . Each Party will pay such Party’s own costs and expenses incurred in connection with this Agreement and the other Transaction Documents. Seller will pay Purchaser’s costs and expenses incurred in connection with enforcing Seller’s obligations under the Transaction Documents.

Section 6.9. Amendment; Waiver . No amendment of any provision of the Transaction Documents shall be effective unless it is in writing and signed by the Parties, and no waiver of any provision of the Transaction Documents, nor consent to any departure by any Party from it, shall be effective unless it is in writing and signed by the affected Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of a Party to exercise, and no delay in exercising, any right or remedy under this Agreement shall operate as a waiver by such Party, nor shall any single or partial exercise of any right or remedy under the Transaction Documents preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of each Party provided herein and in the other Transaction Documents (a) are cumulative and are in addition to, and are not exclusive of, any rights or remedies provided by law and (b) are not conditional or contingent on any attempt by such Party to exercise any of its rights or remedies under any other related document or against the other Party or any other Entity.

Section 6.10. Entire Agreement . Other than as to that certain letter agreement between Lender and Borrower dated May 30, 2023 [ꞏ], this Agreement and any and all other Transaction Documents (including the Note) embody the final, entire agreement of the Parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof including, without limitation, the Advance Agreements (as defined in the Note) and shall not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto.

Section 6.11. Further Assurances . Each Party agrees to (a) execute and deliver, or cause to be executed and delivered, all such other and further agreements, documents, and instruments and (b) take or cause to be taken all such other and further actions as the other Party may reasonably request to effectuate the intent and purposes, and carry out the terms, of this Agreement and the other Transaction Documents.

Section 6.12. Severability; Construction . If any provision of this Agreement or the other Transaction Documents is held invalid, the remainder of this Agreement and the other Transaction Documents shall nevertheless remain in full force and effect, and the application of such provision to one Party or circumstance shall not render that provision invalid or unenforceable as to any other Party or circumstance. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; provided, however, that if the offending provision cannot be so modified, it shall be stricken and all other provisions of the Transaction Documents in all other respects shall remain valid and enforceable. If, for any reason, any provision of the Transaction Documents is invalidated in a way that reduces the amount of the Transferred Rights payable to Purchaser, then the Parties agree to promptly modify the Transaction Documents in a way that will allow Purchaser to receive payments equal to the lesser of (a) the maximum amount permitted by law and (b) the Transferred Rights. The Transaction Documents shall be construed in such a manner as to give full force and effect to all provisions of this Agreement and the other Transaction Documents; provided, however, that in the event of any irreconcilable conflict between the terms and provisions contained in this Agreement and in any of the other Transaction Documents, the terms and provisions of this Agreement shall control. Section or other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 6.13. Notices . All notices given pursuant to the Transaction Documents shall be in writing and shall be deemed effective upon: (a) personal delivery to the Party to be notified; (b) in the case of e-mail, upon the receiving Party of such e-mail acknowledging receipt in writing; or (c) one (1) business day after deposit with a nationally recognized overnight courier for next business day delivery with written verification of receipt. Communications shall be sent to the appropriate addresses as set forth on Exhibit B, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 6.13.

Section 6.14. Counterparts . This Agreement and the other Transaction Documents may be executed in multiple counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Transmission by facsimile, electronic mail or other form of electronic transmission of an executed counterpart of any Transaction Document shall be deemed to constitute due and sufficient delivery of such counterpart. Each fully executed counterpart of this Agreement and any other Transaction Document shall be deemed to be a duplicate original.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Agreement Date.

Seller:

PARKERVISION, INC.

By: ________________________________

Name:

Title:

PURCHASER:

BRICKELL KEY INVESTMENTS LP

By: _____________________________

Name:

Title:          Director for and on behalf of Brickell Key Partners GP Limited,

as General Partner of Brickell Key Investments LP

ex_567964.htm

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Jeffrey L. Parker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ParkerVision, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons fulfilling the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
Date: November 14, 2023 Name:/s/ Jeffrey L. Parker
--- ---
Title: Chief Executive Officer (Principal Executive Officer)

ex_567965.htm

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Cynthia L. French certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ParkerVision, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons fulfilling the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
Date: November 14, 2023 Name: /s/ Cynthia L. French
--- ---
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

ex_567966.htm

EXHIBIT 32.1

SECTION 906 CERTIFICATION

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ParkerVision, Inc. (the “Company”) on Form 10-Q, for the period ended September 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated: November 14, 2023 Name:/s/ Jeffrey L. Parker
Title: Chief Executive Officer (Principal
Executive Officer)
Dated: November 14, 2023 Name: /s/ Cynthia L. French
--- ---
Title: Chief Financial Officer  (Principal
Financial Officer and Principal Accounting Officer)

Report a Problem

Category
Description
Email (optional, for follow-up)