Other Information.
−Removed: On May 12, 2023, Mr.
−Removed: Frank Newman resigned from our Board of Directors, and from the Audit Committee on which he served, for personal reasons. 
−Removed: Newman's resignation was not due to any disagreement with us or any matter relating to our operations, policies or practices (financial or otherwise). 
−Removed: The foregoing information is furnished in response to Item 5.02 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Registrant, except as shall be expressly set forth by specific reference in such document.
+Added: On August 14, 2023, we entered into a secured, non-recourse promissory note (the "Note") and a prepaid forward purchase agreement ("PPFPA") with Brickell Key Investments ("Brickell"). 
+Added: The Note, together with the PPFPA, supersedes and replaces the prior Claims Proceeds Investment Agreement dated February 24, 2016, and related amendments and letter agreements thereto, between the parties.
+Added: The Note has a face value of $45.5 million, accrues simple interest, and matures on August 14, 2028. 
+Added: Payments under the Note will be made solely from proceeds form our patent assets, net of contingent fees payable to attorneys ("Distributions"). 
+Added: 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 vary depending upon the origin of the Distributions, until the Note and accrued interest thereon has been repaid in full. 
+Added: If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the matruity date, our remaining repayment obligations under the Note will be reduced to zero.
+Added: The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants. 
+Added: The Note contains events of default including, but not limited to, (a) failure to pay principal or interest on the Note when due;
+Added: (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. 
+Added: In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable.
+Added: 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. 
+Added: The PPFPA also contains standard and customary respresentations, warranties and covenants. 
+Added: The foregoing information is furnished in response to Items 1.01 and 2.03 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Registrant, except as shall be expressly set forth by specific instructions in such document. 
Description of Exhibit
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ParkerVision, Inc.
+Added: August 14, 2023
By:  
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(Principal Executive Officer)
+Added: August 14, 2023
By:  
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.