Communication Intelligence Corp Sample Contracts

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BY AND AMONG CIC ACQUISITION CORP., AS BUYER, AND PENOP LIMITED AND PENOP INC., AS SELLERS
Asset Purchase Agreement • October 16th, 2000 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York
UNDERWRITING AGREEMENT between ISIGN SOLUTIONS INC. and AXIOM CAPITAL MANAGEMENT, INC. as Representative of the Several Underwriters ISIGN SOLUTIONS INC.
Underwriting Agreement • April 12th, 2016 • iSign Solutions Inc. • Services-prepackaged software • New York

The undersigned, iSign Solutions Inc., a corporation organized under the laws of the State of Delaware (collectively with its subsidiaries, including, the subsidiaries listed in Exhibit 21.1 of the Registration Statement (as hereinafter defined), unless the context otherwise requires (the “Company”), hereby confirms its agreement (this “Agreement”) with Axiom Capital Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

GUARANTY
Guaranty • October 16th, 2000 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York
ARTICLE 1 GENERAL PROVISIONS
Escrow Agreement • October 16th, 2000 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York
Contract
Warrant Agreement • November 4th, 2004 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR COMMUNICATION INTELLIGENCE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

WAIVER
Waiver • March 31st, 1997 • Communication Intelligence Corp • Computer peripheral equipment, nec
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2004 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 28, 2004, by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

Form of Representative’s Warrant Agreement
Representative’s Warrant Agreement • May 19th, 2016 • iSign Solutions Inc. • Services-prepackaged software • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AXIOM CAPITAL MANAGEMENT, INC. OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AXIOM CAPITAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULES.

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of June 15, 2007 by and among COMMUNICATION INTELLIGENCE CORPORATION and THE PURCHASERS LISTED ON EXHIBIT A
Note and Warrant Purchase Agreement • June 20th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of June 15, 2007 (this “Agreement”) by and between Communication Intelligence Corporation, a Delaware corporation (the “Company”), and each of the purchasers of the promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

Contract
Warrant Agreement • June 20th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR COMMUNICATION INTELLIGENCE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

EQUITY LINE OF CREDIT AGREEMENT
Equity Line of Credit Agreement • February 12th, 2003 • Communication Intelligence Corp • Computer peripheral equipment, nec • Delaware

AGREEMENT dated as of the 12th day of February, 2003 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and COMMUNICATION INTELLIGENCE CORP., a corporation organized and existing under the laws of the State of Delaware (the "Company").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 6th, 2011 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2010, by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the persons executing this Agreement as Investors (collectively, the “Investors” and each individually, an “Investor”).

W I T N E S S E T H:
Registration Rights Agreement • January 7th, 1997 • Communication Intelligence Corp • Computer peripheral equipment, nec • Delaware
SECURITIES PURCHASE AGREEMENT BETWEEN COMMUNICATION INTELLIGENCE CORPORATION, PHOENIX VENTURE FUND LLC AND THE INVESTORS SIGNATORY HERETO DATED AS OF DECEMBER 9, 2010
Securities Purchase Agreement • December 9th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 9th day of December, 2010, by and between Communication Intelligence Corporation, a Delaware corporation (the “Company”), Phoenix Venture Fund LLC, a Delaware limited liability company (“Phoenix”) and the other entities and individuals listed on Schedule I hereto (Phoenix together with such other entities and individuals, the “Purchasers” and each, a “Purchaser”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 16th, 2015 • Communication Intelligence Corp • Services-prepackaged software • New York

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.

Software License Agreement for Snap-On Credit LLC
Software License Agreement • September 15th, 2006 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

This Agreement is effective June 3, 2005, by and between Communication Intelligence Corporation, 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 a Delaware corporation (“CIC”) and Snap-on Credit LLC (“Licensee”).

EXCHANGE AGREEMENT BETWEEN COMMUNICATION INTELLIGENCE CORPORATION, PHOENIX VENTURE FUND LLC, MICHAEL ENGMANN, RONALD GOODMAN AND THE PARTIES SIGNATORY HERETO DATED AS OF JUNE 21, 2010
Exchange Agreement • June 25th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into this 21st day of June, 2010, by and between Communication Intelligence Corporation, a Delaware corporation (the “Company”), Phoenix Venture Fund LLC, a Delaware limited liability company (“Phoenix”), Michael Engmann, an individual (“Engmann”), Ronald Goodman, an individual (“Goodman”) and the other entities and individuals listed on Schedule I hereto (Phoenix, Engmann and Goodman together with such other entities and individuals, the “Lenders” and each, a “Lender”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.

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AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT
Equity Line of Credit Agreement • February 5th, 2003 • Communication Intelligence Corp • Computer peripheral equipment, nec

THIS AMENDMENT (the "Amendment") is made and entered into effective as of September , 2002 by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor") and COMMUNICATION INTELLIGENCE CORP., a corporation organized and existing under the laws of the state of Delaware (the "Company").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 15, 2007, by and among Communication Intelligence Corporation, a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

Communication Intelligence Corporation Note and Warrant Purchase Agreement Dated as of April 23, 2012
Note and Warrant Purchase Agreement • August 14th, 2012 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This Note and Warrant Purchase Agreement (the “Agreement”) is dated as of April 23, 2012, by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A attached hereto (each an “Investor,” and, collectively, the “Investors”).

COMMUNICATION INTELLIGENCE CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • September 15th, 2006 • Communication Intelligence Corp • Computer peripheral equipment, nec
Contract
Consulting Agreement • May 15th, 2008 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

Portions of this document have been redacted and filed separately with the Securities and Exchange Commission. Redacted sections marked with “*****.”

SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT
Securities Purchase and Registration Rights Agreement • August 27th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • Delaware

THIS SECURITIES PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 24, 2007, by and among Communication Intelligence Corporation, a Delaware corporation with headquarters located at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2003 • Communication Intelligence Corp • Computer peripheral equipment, nec • Delaware

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 23, 2002 by and between COMMUNICATION INTELLIGENCE CORP., a Delaware corporation, with its principal office located at 275 Shoreline Drive Redwood Shores, California 94065 (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").

SERIES B PREFERRED STOCK PURCHASE AGREEMENT BETWEEN COMMUNICATION INTELLIGENCE CORPORATION, PHOENIX VENTURE FUND LLC AND THE INVESTORS SIGNATORY HERETO DATED AS OF JUNE 21, 2010
Series B Preferred Stock Purchase Agreement • June 25th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 21st day of June, 2010, by and between Communication Intelligence Corporation, a Delaware corporation (the “Company”), Phoenix Venture Fund LLC, a Delaware limited liability company (“Phoenix”) and the other entities and individuals listed on Schedule I hereto (Phoenix together with such other entities and individuals, the “Purchasers” and each, a “Purchaser”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.

Communication Intelligence Corporation Note and Warrant Purchase Agreement Dated as of September 20, 2011
Note and Warrant Purchase Agreement • February 9th, 2012 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This Note and Warrant Purchase Agreement (the “Agreement”) is dated as of September 20, 2011, by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the investor listed on Schedule A attached hereto (the “Investor”).

Contract
Secured Promissory Note • August 14th, 2008 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York
AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment Agreement”), entered into as of May 4, 2010, to the Registration Rights Agreement dated as of June 5, 2008, as amended by Amendment No. 1 to the Registration Rights Agreement dated as of May 28, 2009 (collectively, as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Registration Rights Agreement”), by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the investors signatory thereto (each an “Existing Investor” and collectively, the “Existing Investors”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of May 28, 2009 by and among COMMUNICATION INTELLIGENCE CORPORATION, as Borrower, LENDERS AND ADDITIONAL LENDERS PARTIES HERETO, and SG PHOENIX LLC, as Collateral Agent
Credit Agreement • August 14th, 2009 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This AMENDMENT NO. 1 TO CREDIT AGREEMENT in entered into as of May 28, 2009 (this “Amendment Agreement”) by and among COMMUNICATION INTELLIGENCE CORPORATION, a Delaware corporation having an address at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 (together with its successors, the “Borrower”), PHOENIX VENTURE FUND LLC, a Delaware limited liability company having an address at 110 East 59th Street, Suite 1901, New York, New York 10022 (“Phoenix”), MICHAEL ENGMANN, an individual having an address at 38 San Fernando Way, San Francisco, California 94127 (“Engmann”), those additional lenders listed on the signature pages hereto(such additional lenders, collectively, the “Additional Lenders”, and each such additional lender, individually, an “Additional Lender”; the Additional Lenders and the Existing Lenders are herein collectively referred to as the “Lenders”), and SG PHOENIX LLC, as collateral agent (the “Collateral Agent”).

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