Preferred Stock Purchase. Ladies and Gentlemen: Reference is hereby made to (i) the confidential term sheet (the "Term Sheet"), dated as of February 27, 2015, of Communication Intelligence Corporation, a Delaware corporation (the "Company"), attached hereto as Exhibit A; (ii) the Company's Annual Report on Form 10-K for the year ended December 31, 2013; (iii) the Company's Quarterly Reports on Form 10-Q for the three months ended March 31, June 30, and September 30, 2014; and (iv) the Company's most recent Definitive Proxy Statement on Schedule 14A, filed with the SEC on November 12, 2014. Pursuant to the Term Sheet and to subscription agreements in the form of this agreement (each a "Subscription Agreement," and, collectively, the "Subscription Agreements"), the Company proposes to issue to accredited investors up to (a) 3,000,000 shares (the "Shares"), of the Company's Series D-1 Convertible Preferred Stock (the "Series D-1 Preferred Stock"), at a purchase price of $1.00 per Share and (b) warrants to purchase shares of Common Stock, as described in greater detail below (each, a "Warrant"), the form of which is attached hereto as Exhibit B (the "Offering"). As described in greater detail below, new investors, including the undersigned (each an "Investor," and collectively, the "Investors") at an initial closing (the "Initial Closing") or at additional closings thereafter, as the case may be (including the Initial Closing, each a "Closing"), will subscribe for the Shares to be purchased by them, which shares are convertible into shares of the Company's common stock, $0.01 par value per share ("Common Stock"), at a conversion price equal to $0.0225 per share (subject to adjustment) The Company may conduct additional Closings until the earlier of (i) a maximum of $3 million has been received or (ii) March 20, 2015 (subject to extension by Company without notice). Each Investor will be entitled to receive a Warrant exercisable for an amount of shares of Common Stock determined by dividing such Investor's Total Amount of Investment (as defined below) by $0.0225, by dividing the quotient into two and rounding such result down to the nearest integer.
Preferred Stock Purchase. Each of the Company and Parent shall use its reasonable best efforts to facilitate the Preferred Stock Purchase. The Company shall provide, and shall cause its Subsidiaries and its and their representatives to provide, all reasonable cooperation and take all reasonable actions as may be requested by Parent in connection with the Preferred Stock Purchase, including by entering into any agreement with the Treasury Department as may be necessary to effect the Preferred Stock Purchase and as Parent may reasonably request. Parent shall make all determinations with respect to the price proposed for the Preferred Stock Purchase (which price is expected to be the sum of (i) the liquidation amount per share of the Preferred Stock (ii) the per share amount of any unpaid dividends for the then current dividend period at the applicable rate to, but excluding, the date of the purchase and (iii) the pro rata amount of certain incentive fees for the current dividend period), provided that Parent shall, in all circumstances, act in a commercially reasonable manner. Prior to and at the Closing, each of the Company and Parent shall take such actions as may be reasonably required in connection with the Preferred Stock Purchase.
Preferred Stock Purchase. The Preferred Stock Purchase shall have been consummated.
Preferred Stock Purchase. Baxter will, upon Cerus' written request, purchase such amount of Preferred Stock as Cerus shall request having an aggregate purchase price not exceeding nine million five hundred thousand dollars ($9,500,000). The terms of such Special Preferred Stock are set forth in a Series B Preferred Stock Purchase Agreement being executed by the parties concurrently herewith.
Preferred Stock Purchase. The closing under the Preferred Stock Agreement shall occur concurrently with the consummation of the transactions contemplated hereby on the Initial Closing Date.
Preferred Stock Purchase. When all conditions precedent to the SPA Closing, have been satisfied or waived pursuant to Articles IV and V of the SPA, upon delivery to the Escrow Agent of a written notice signed by an Authorized Person in substantially the form attached hereto as Exhibit A-2 (the “SPA Disbursement Notice”), then, automatically and without further action by any other party, all Escrow Funds remaining in the Escrow Account (together with the Interest Income thereon, if any) shall be released from the Escrow Account and delivered by the Escrow Agent in funds immediately available to the Company at an account designated by the Company.
Preferred Stock Purchase. 8 SECTION 2.1. Purchase and Sale................................................................................. 8 SECTION 2.2. Closing........................................................................................... 8
Preferred Stock Purchase. On November 10, 1997, Executive ------------------------ agrees to purchase one hundred and twenty-five thousand (125,000) shares of Company Series E Preferred Stock (the "Purchased Stock") at the price of, and with a fair market value equal to, $9.50 per share. On the date of purchase, the Purchased Stock shall be 100% vested.
Preferred Stock Purchase. 44 20. GENERAL............................................................................. 44 20.1
Preferred Stock Purchase. 1. At the Closing, and under the terms and conditions of this Agreement, the Company will sell and deliver 50,000 shares of the Company's Preferred Stock and Purchaser will purchase and accept such Preferred Stock from the Company. The purchase price for such Preferred Stock (the "Purchase Price") shall be Fifty Million Dollars ($50,000,000) or One Thousand Dollars ($1,000) per share.
2. The Purchase Price shall be paid to the Company at the Closing by wire transfer in immediately available funds in the amounts and to the account to be specified by the Company.
3. The Preferred Stock shall be issued by the Company with the rights, voting powers, preferences and restrictions as set forth on the Certificate of Designations attached as Exhibit A (the "Certificate of Designations").
