Patent Security Agreement

Patent Security Agreement, dated as of September 11, 2018, by ParkerVision Inc., a Florida corporation ("Pledgor"), in favor of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. (the "Recipient").

WITNESSETH:

WHEREAS, the Pledgor is party to a fee agreement dated as of February 25, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, including the fee agreement dated August 17, 2018 regarding the second phase of the monetization program, and the fee agreements dated August 20, 2018 regarding (i) the New Jersey district court action, (ii) support of German litigation and (iii) the IPR appeal (collectively, the " Fee Agreement ") and desires to grant a security interest in certain of Pledgor’s patents to Recipient.

Now, THEREFORE, in consideration of the promises and to induce the Recipient to enter into further dealings, the Pledgor hereby agrees with the Recipient as follows:

SECTION 1. Grant of Security Interest. As security for prompt and complete payment of the Secured Promissory Note dated August 20, 2018, made by Pledgor in favor of Recipient (the “Note”) and for future invoices issued by Recipient under the Fee Agreement, Pledgor does hereby pledge, collaterally assign and grant to the Recipient, its successors and assigns, a continuing security interest in all of its right, title or interest in, to or under all of the following assets, regardless of where located (collectively, the “IP Collateral”):

(a)     Patents of the Pledgor listed on Schedule I attached hereto; and

(b)     all proceeds of any and all of the foregoing.

SECTION 2. Security Agreement. The security interests granted to the Recipient herein are granted in furtherance, and not in limitation of, the interests granted to the Recipient in the Fee Agreement.  In the event of any conflict between the terms of this Agreement and the Fee Agreement, the terms of the Fee Agreement shall govern.

SECTION 4. Termination. Upon the payment in full of the Note and of future invoices issued by Recipient under the Fee Agreement, the Recipient shall promptly execute, acknowledge, and deliver to the Pledgor an instrument or instruments (in recordable form, if necessary) releasing the collateral pledge, grant, assignment, lien and security interest in the IP Collateral.

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

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SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the Pledgor and the Recipient have caused this Patent Security Agreement to be duly executed and delivered by their duly authorized officer as of the date first set forth above.











 

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SCHEDULE 1

to

PATENT SECURITY AGREEMENT



PATENT REGISTRATIONS AND PATENT APPLICATIONS





United States Patent Registrations:


Title	Country	Patent Number	Grant Date
Systems And Methods For Vector Power Amplification	United States	7,327,803	2/5/2008
Orthogonal Signal Generation Using Vector Spreading And Combining	United States	7,746,764	6/29/2010
Systems And Methods For Vector Power Amplification	Germany	1813069	7/31/2013
Systems And Methods For Vector Power Amplification	South Korea	10-1171133	7/30/2012
Systems And Methods For Vector Power Amplification	UK	1813069	7/31/2013
Systems And Methods For Vector Power Amplification	United States	7,184,723	2/27/2007
Rf Power Transmission, Modulation, And Amplification Using Multiple Input Single Output (Miso) Amplifiers To Process Phase Angle And Magnitude Information (As Amended 03/01/2010)	United States	7,835,709	11/16/2010

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Title	Country	Patent Number	Grant Date
Systems And Methods Of Rf Power Transmission, Modulation, And Amplification, Including Embodiments For Amplifier Class Transitioning	United States	7,355,470	4/8/2008
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Architect7ural Embodiments Of Same	United States	7,937,106	5/3/11
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Waveform Distortion Compensation Embodiments	United States	7,945,224	5/17/11
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Embodiments For Compensating For Waveform Distortion	United States	8,031,804	10/4/11
RF Power Transmission, Modulation, And Amplification, Including A Cartesian 4-Branch Embodiments	United States	7,526,261	4/28/2009
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including A Cartesian-Polar-Cartesian-Polar (Cpcp) Embodiment	United States	8,406,711	3/26/2013

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 Title	Country	Patent Number	Grant Date
RF Power Transmission, Modulation, And Amplification, Including Direct Cartesian 2-Branch Embodiments	United States	8,428,527	4/23/2013
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Cartesian-Polar-Cartesian-Polar (Cpcp) Embodiments	United States	8,280,321	10/2/12
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Cartesian 4-Branch Embodiments	United States	8,351,870	1/8/2013
A Multiple Input Single Output (Miso) Amplifier Having Multiple Transistors Whose Output Voltages Substantially Equal The Amplifier Output Voltage	United States	8,433,264	4/30/2013
RF Power Transmission, Modulation, And Amplification, Including Power Control Of Multiple Input Single Output (Miso) Amplifiers	United States	8,447,248	5/21/2013
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Output Stage Protection Circuitry	United States	8,577,313	11/5/2013

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Title	Country	Patent Number	Grant Date
Multiple Input Single Output (Miso) Amplifier With Circuit Branch Output Tracking	United States	7,647,030	1/12/2010
Systems And Methods Of RF Power Transmission, Modulation, And Amplification, Including Multiple Input Single Output (Miso) Amplifier Embodiments Comprising Harmonic Control Circuitry	United States	7,672,650	3/2/2010
RF Power Transmission, Modulation, And Amplification, Including Harmonic Control Embodiments	United States	7,844,235	11/30/2010
RF Power Transmission, Modulation, And Amplification Embodiments, Including Control Circuitry For Controlling Power Amplifier Output Stages	United States	8,233,858	7/31/2012
Systems And Methods Of RF Power Transmission, Modulation, And Amplification	Germany	2405277	5/14/2014
Systems And Methods Of RF Power Transmission, Modulation And Amplification	Japan	5486068	2/28/2014
Systems And Methods Of RF Power Transmission, Modulation, And Amplification	UK	2405277	5/14/2014

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Title	Country	Patent Number	Grant Date
Methods And Systems For Down-Converting A Signal Using A Complementary Transistor Structure	United States	7376410	5/20/2008
Wireless Local Area Network (WLAN) Using Universal Frequency Translation Technology Including Multi-Phase Embodiments	United States	7072390	7/4/2006
Wireless Local Area Network (WLAN) Technology And Applications Including Techniques Of Universal Frequency Translation	United States	7054296	5/30/2006
Method And Apparatus For Reducing DC Offsets In A Communication System	United States	7072427	7/4/2006
Wireless And Wired Cable Modem Applications Of Universal Frequency Translation Technology	United States	7292835	11/6/2007





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SECURED PROMISSORY NOTE







FOR VALUE RECEIVED, the undersigned, ParkerVision, Inc., a Florida corporation, (the “Maker”) unconditionally promises to pay to the order of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., a Massachusetts professional corporation (“ Mintz Levin ”), at One Financial Center, Boston, MA 02111, or at such other place as Mintz Levin or any holder hereof may from time to time designate, the principal sum of TWO AND ONE HALF MILLION UNITED STATES DOLLARS ($2,500,000) , in lawful money of the United States, in accordance with this Secured Promissory Note (this “Note”).  This Note shall be non-interest bearing except in an Event of Default (as defined below). 



This Note is payable in monthly installments with a first installment of ONE HUNDRED THOUSAND DOLLARS due upon execution of this Note and monthly installments of TWO HUNDRED THOUSAND DOLLARS ($200,000) commencing November 1, 2018 and continuing until the entire unpaid principal balance of this Note is paid, without interest except as set forth below. Whenever any payment hereunder shall be due on a day which is not a business day, the due date thereof shall be extended to the next succeeding business day.



The Maker may, at its option, at any time and from time to time, prepay all or any part of the principal balance of this Note, without penalty or premium.



The Maker’s performance of its obligations under this Note will be secured by the IP Collateral identified and described as security therefor in the Security Agreement between Maker and Mintz Levin (the “Security Agreement”), subject to an amendment of security interest and amendment to the Claims Proceeds Investment Agreement between the Maker and Brickell Key Investments, LP (“BKI”) whereby BKI agrees to release the IP Collateral.



Consideration for this Note is the forbearance of Mintz Levin in the collection of its attorney’s fees and costs owed for services and costs incurred and billed through June 30, 2018 in the amount of $1,898,170 from invoices due to Mintz Levin by Maker in accordance with the Fee Agreement (as defined in the Security Agreement) , and prepayment of $601,830 for attorney’s fees and costs to be billed in the future under the Fee Agreement, and for other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged.  To the extent an amount less than $601,830 is incurred for future attorney’s fees and costs under the Fee Agreement, the outstanding balance of the Note will be reduced accordingly.



In the event that Maker is sold, directly or indirectly, through a sale or other transfer of all or substantially all of its assets, or a transfer of 50% or more of its capital stock in one or a series of transactions, or through a merger or other transaction with similar effect, then upon such event Maker shall pay the entire outstanding balance of this Note.

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If the Maker shall default in the punctual payment of any sum payable with respect to this Note, or if a Maker liquidates, or if the Maker contest or fails to perform their obligations to Mintz Levin for any reason whatsoever, or if any lien, levy, execution, seizure, attachment or garnishment shall be issued, made or filed on or against any property of either Maker, or if either Maker shall become insolvent (however defined or evidenced), make an assignment for the benefit of creditors, or any petition or proceeding for any relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute now or hereinafter in effect (whether at law or in equity) is filed or commenced by or against, Maker or any property of Maker (each of the foregoing, an "Event of Default"), then Mintz Levin may, at its option, declare any or all of the amounts owing under this Note, to be due and payable, whereupon the maturity of the then unpaid balance of this Note shall be accelerated and the same, together with all interest accrued thereon, shall forthwith become due and payable, provided that if any petition or proceeding for any relief under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, liquidation or dissolution law or statute now or hereinafter in effect (whether at law or in equity) is filed or commenced by or against Maker or the property of Maker, all amounts owing under this Note shall be, without notice, declaration or any action by Mintz Levin, accelerated, and immediately due and payable. After an Event of Default and/or acceleration, as herein provided, interest shall accrue and be payable on demand prospectively from the Event of Default until this Note is fully satisfied at a rate of 12% per annum.  In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law.



The Maker hereby waives diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice.  No act, omission or delay by Mintz Levin or course of dealing between Mintz Levin and the Maker shall constitute a waiver of the rights and remedies of Mintz Levin hereunder.  No single or partial waiver by Mintz Levin of any Event of Default or right or remedy which it may have shall operate as a waiver of any other Event of Default, right or remedy or of the same Event of Default, right or remedy on a future occasion.



THE MAKER ACKNOWLEDGE THAT THEY HAVE HAD AN OPPORTUNITY TO REVIEW THIS NOTE WITH COUNSEL OF THEIR CHOICE, AND THAT IT HAS BEEN ADVISED TO DO SO, THAT IT HAS MADE ITS OWN DETERMINATION TO EXECUTE THIS NOTE AFTER CONSIDERATION OF ALL OF THE TERMS OF THIS NOTE AND ALL OTHER FACTORS WHICH IT CONSIDERS RELEVANT.



Maker hereby agrees that the performance, construction and enforcement of this Note shall be governed by the laws of the State of New York.  Maker consents to the jurisdiction of any and all State and Federal courts in the State of New York, which courts shall have the exclusive jurisdiction over controversies which may arise under or in relation to this Note, including but not limited to controversies relating to the execution, interpretation, breach, enforcement or compliance with this Note.  Maker hereby consents to service, jurisdiction and venue of such courts for any litigation arising from this Note, and waivers any other venue to which it might be entitled by virtue of domicile, residence, incorporation or otherwise.

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Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing and shall be personally delivered or sent by certified mail, postage prepaid, return receipt requested, or by a reputable courier delivery service or by email and shall be given,



If to the Maker:



ParkerVision, Inc.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida  32256

Attention: Chief Financial Officer

Email:  cpoehlman@parkervision.com



If to Mintz Levin, to its address set forth above or such other address as such party may hereafter specify by notice to Mintz Levin and the Maker. 



No provision hereof shall be modified, altered or limited except by a written instrument expressly referring to this Note and to such provision, and executed by the Maker and Mintz Levin.



In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof contained in this Note shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect.  In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Note shall nevertheless remain in full force and effect.



This Note and all obligations evidenced hereby shall be binding upon the successors and assigns of the Maker and shall, together with the rights and remedies of Mintz Levin hereunder, inure to the benefit of Mintz Levin, its successors, endorsees and assigns.



In the event that the Maker default on any obligations hereunder, the Maker agrees to pay, in addition to unpaid principal and interest, all reasonable costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney’s fees, whether or not suit is instituted.



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This Note shall take effect as an instrument under seal.







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AMENDMENT OF SECURITY INTEREST

AMENDMENT TO CLAIMS PROCEEDS INVESTMENT AGREEMENT

AND CONSENT



This Amendment of Security Interest, Amendment to Claims Proceeds Investment Agreement and Consent (this “ Agreement ”) is made and entered into as of August 23, 2018, by and between ParkerVision, Inc., a Florida corporation (“ ParkerVision ”) and Brickell Key Investments LP, a Delaware limited partnership (“ Investor ”).

W   I T   N   E   S   S   E   T   H

WHEREAS, ParkerVision and Investor have entered into that certain Claims Proceeds Investment Agreement (the “ CPIA ”), dated February 24, 2016, as amended (capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the CPIA); and

WHEREAS, to secure obligations of ParkerVision to Investor under the CPIA, ParkerVision granted and assigned to Investor a senior security interest in all of ParkerVision’s assets; and

WHEREAS, ParkerVision desires to enter into a secured promissory note in favor of Mintz in the original principal amount of $2,500,000 (the “ Note ”);

WHEREAS, ParkerVision’s obligations to Mintz under the Note and ParkerVision’s obligations to pay invoices under the fee agreement, dated as of February 25, 2016, between ParkerVision and Mintz, as amended, restated, supplemented or otherwise modified from time to time, are to be secured under a patent security agreement of even date hereof, between ParkerVision and Mintz (the “Security Agreement”) which will grant a lien on and security interest in the patents identified on Schedule 1 to this Agreement and all proceeds thereof (collectively, the “ Mintz Security ”);

WHEREAS, the CPIA requires and Investor desires to provide Investor’s written consent for ParkerVision to issue the Note and to enter into the Security Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.     Amendment of Security Interests .

a.     Mintz Security Amendment . Investor hereby amends the security interests that it has pursuant to the CPIA to release its security in, to and under any and all of the Mintz Security, including all Rights of any kind whatsoever of Investor accruing under the Mintz Security provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world and any and all claims and causes of action, with respect to any of the foregoing after the date hereof (the “Amendment”).

b.     Further Assurances . Investor shall take all further actions, and provide to ParkerVision and its successors, assigns and legal representatives all such cooperation and assistance, including, without limitation, the execution and delivery of any and all further

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documents or other instruments, as ParkerVision and its successors, assigns and legal representatives may reasonably request in order to confirm, effectuate and/or record the Amendment; provided that, any and all costs relating thereto shall be borne by ParkerVision.

1.     Amendment of CPIA .  

a.     Section 1.1 (Definitions) of the CPIA is hereby amended by:

1.     Adding the following definitions after the definition of “Business Day”:

“ “INVESTOR Funds” means undisbursed funds constituting the Investment, the First Additional Investment, the Second Additional Investment and/or the Third Additional Investment or any additional investments provided to PARKERVISION in accordance with this Agreement that have not been disbursed for the payment of legal and other fees and expenses in accordance with the terms of this Agreement.”

“INVESTOR Funds Account” means the deposit account in the name of PARKERVISION designated for the purposes of holding INVESTOR Funds.

2.     Adding the following definitions after the definition of “Mintz”:

“ “Mintz Patents” means the Patents identified on Schedule C.

“Mintz Security” means the Mintz Patents and any and all proceed thereof.”

b.     Section 4.1 ( Security Interest ) of the CPIA is hereby amended and restated in its entirety as follows:

“4.1     Security Interest .   (a) Subject to Section 4.1(b) and, except with respect to the Mintz Security, PARKERVISION grants and assigns to INVESTOR a senior security interest in all of PARKERVISION's assets including, but not limited to, the Scheduled Patents Proceeds, the Scheduled Patents, the Claims, the Patent Assets, the Patent Assets Proceeds equal to the INVESTOR's Minimum Return, the INVESTOR Funds Account, the INVESTOR Funds and the Claims Proceeds Account   and all cash contained therein (the " Security Interest "). PARKERVISION shall execute and deliver to INVESTOR, and INVESTOR may file with necessary filing offices, the Perfection Documents for the purpose of perfecting the Security Interest and as notice to third parties that PARKERVISION has conveyed any interest it may have in or to such assets.

(b) Upon INVESTOR receiving its Minimum Return, INVESTOR’s Security Interest shall be released as to the Patent Assets and the Patent Assets Proceeds. For clarity, INVESTOR shall continue to have a Security Interest on all of PARKERVISION’s assets and the proceeds thereof (other than the Patent Assets, the Patent Assets Proceeds and the Mintz Security), including (i) the Claims, the Scheduled Patents and the Scheduled Patents Proceeds, (ii) the INVESTOR Funds Account, (iii) the INVESTOR Funds and (iv) the Claims Proceeds Account and all cash contained therein in accordance with this Agreement, until receipt in full of its Additional Return.

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(c) INVESTOR shall take all further actions, and provide to PARKERVISION and its successors, assigns and legal representatives all such cooperation and assistance, including, without limitation, the execution and delivery of any and all further documents or other instruments, as PARKERVISION and its successors, assigns and legal representatives may reasonably request in writing in order to confirm, effectuate and/or record the releases provide for in Sections 4.1(b); provided that, any and all costs relating thereto shall be borne by ParkerVision.”

c.     Schedule A (Scheduled Patents and Claims) of the CPIA is hereby amended by adding “except for the Patent Assets” after the word “otherwise” at the end of item 5 under “PATENTS” on such Schedule.

d.     Schedule B of the CPIA is hereby amended by adding “and the Mintz Patents” after the words “Scheduled Patents” at the end of the parenthetical in such Schedule.

e.     A new Schedule C (Mintz Patents) is hereby added to the CPIA containing the list of patents set forth on Schedule 1 to this Agreement.

f.     Annex E ( List of Perfection Documents ) of the CPIA is hereby amended and restated in its entirety as follows:

“UCC – 3 Financing Statement Amendment and, with respect to intellectual property, the filing of an intellectual property security agreement, covering the following:

Except with respect to the Mintz Security, PARKERVISION grants and assigns to INVESTOR a senior security interest in all of PARKERVISION's assets including, but not limited to, the Scheduled Patents Proceeds, the Scheduled Patents, the Claims, the Patent Assets, the Patent Assets Proceeds equal to the INVESTOR's Minimum Return,   the INVESTOR Funds Account, the INVESTOR Funds and the Claims Proceeds Account   and all cash contained therein. Upon INVESTOR receiving its Minimum Return, INVESTOR’s Security Interest shall be released as to the Patent Assets and the Patent Assets Proceeds. For clarity, INVESTOR shall continue to have a Security Interest on all of PARKERVISION’s assets and the proceeds thereof (other than the   Patent Assets, the Patent Assets Proceeds and the Mintz Security), including (i) the Claims, the Scheduled Patents and the Scheduled Patents Proceeds, (ii) the INVESTOR Funds Account, (iii) the INVESTOR Funds and (iv) the Claims Proceeds Account and all cash contained therein in accordance with this Agreement, until receipt in full of its Additional Return. Upon INVESTOR receiving its Additional Return, INVESTOR’s Security Interest shall be released.”

g.     The amendments to the CPIA set forth above are effective as of the date of this Agreement; provided that , for clarity the Security Interest and the UCC-3 and intellectual property security agreement provided for herein relate back to the date of the original CPIA and shall have the priority of the original UCC Financing Statement No. 201607826079 filing dated June 7, 2016. Other than as expressly set forth above, no other terms and conditions of the CPIA are amended, modified or revoked.

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h.     Concurrently with the execution of this Agreement, PARKERVISION shall execute and deliver to INVESTOR, and INVESTOR shall promptly file with necessary filing offices, amendments to the Perfection Documents to reflect the amendments to UCC Financing Statement No. 201607826079 and the CPIA set forth above.

2.     Consent to Security .  In accordance with and pursuant to Section 7.1(d) of the CPIA, Investor hereby consents to ParkerVision granting a lien on and first priority security interest in the Mintz Security in connection with the sale of the Notes.

3.     Consent to Incurrence of Indebtedness . In accordance with and pursuant to Section 8.1(g) ( Incurrence of Indebtedness ) of the CPIA, Investor hereby consents to ParkerVision’s incurrence of $2,500,000 of indebtedness by ParkerVision’s issuance of the Note.

4.     Miscellaneous . Any and all disputes hereunder shall be finally determined in accordance with Section 9 of the CPIA. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings and agreements regarding the subject matter hereof. This Agreement may not be altered or modified except in a writing duly executed by the parties hereto. This Agreement shall be binding upon the parties, their successors and assigns. If, at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect in any jurisdiction, neither the legality, validity or enforceability of the remaining provisions, nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction will be affected or impaired. Each of the parties covenants and agrees that it shall execute such further documents and do and perform or cause to be done and performed such further and other acts as may be reasonably necessary from time to time in order to give full effect to the provisions of this Agreement; provided that, any and all costs relating thereto shall be borne by ParkerVision. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall be deemed to be one and the same instrument. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be equally effective as delivery of a manually executed counterpart of this Agreement.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.







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