EXHIBIT 10.2
SECOND AMENDED AND RESTATED SECURITY AGREEMENT
This SECOND AMENDED AND RESTATED SECURITY AGREEMENT ("AGREEMENT") is
entered into as of the 19th day of June, 2001 by and among COMMUNICATION
INTELLIGENCE CORPORATION, a Delaware corporation (the "BORROWER") CICI Limited,
a wholly-owned subsidiary of Borrower ("CICI") and CIC Acquisition Corp., a
wholly-owned subsidiary of Borrower ("CIC ACQUISITION" and together with CICI,
and Borrower the "DEBTORS" and individually a "DEBTOR") in favor of THE XXXXXX
X. XXXXXXXX 1996 CHARITABLE REMAINDER ANNUITY TRUST (the "SECURED PARTY").
This Agreement amends and restates in its entirety that certain security
agreement dated October 20, 1999 between the Debtor and the Secured Party (the
"AMENDED AND RESTATED SECURITY AGREEMENT") and such Amended and Restated
Security Agreement shall no longer be in effect.
All terms used herein but not defined herein shall have the meaning
ascribed to them in the Uniform Commercial Code as in effect in the State of New
York from time to time (the "UCC").
Section 1. CREATION OF SECURITY INTEREST
1.1 GRANT OF SECURITY INTEREST. (a) Each Debtor, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby grants to Secured Party a continuing, first priority
security interest in and lien on (the "SECURITY INTEREST") the Collateral (as
defined in Section 2 hereof) of such Debtor to secure performance and payment of
(i) that certain convertible note of even date herewith made by the Secured
Party in favor of Borrower in the aggregate principal amount of $3,000,000 (the
"NOTE"); (ii) all renewals and extensions of the Note; (iii) all other
obligations any Debtors under this Agreement and the Note; and (iv) all other
obligations and indebtedness of any Debtor to Secured Party of whatever kind and
whenever or however created or incurred, whether absolute or contingent, matured
or unmatured, direct or indirect (all of the foregoing described in this Section
1 being the "Secured Indebtedness").
(b) The Security Interest granted herein shall continue in
full force and effect until all of the Secured Indebtedness has been discharged.
1.2 PRIORITY. The Secured Indebtedness shall be the senior
obligation of each Debtor, secured by a first priority Security Interest in the
Collateral.
Section 2. COLLATERAL
As used herein, the term "COLLATERAL" shall mean all of a Debtor's right,
title and interest in and to all tangible and intangible property, now owned or
hereafter acquired by such Debtor, wherever located, whether real, personal or
mixed. The Collateral includes, without limitation, all goods (including all
Equipment, Inventory, consumer goods and farm products), Fixtures, Accounts
Receivable, other receivables, general intangibles, patents and patent
applications, including those listed on EXHIBIT A annexed hereto, Trademarks,
Licenses, Trade Secrets (each as hereinafter defined), service marks, all other
intellectual property, contract rights, rights to
receive payments of every kind, all goodwill (including all goodwill associated
with the Trademarks, Licenses, Trade Secrets, service marks and all other
intellectual property referred to above), documents, instruments and chattel
paper, each as now owned or hereafter acquired by such Debtor, together with all
proceeds of the foregoing, including without limitation, all proceeds of the
foregoing consisting of goods and intangible personal property. As used herein,
the following terms shall have the meanings indicated:
(a) "TRADEMARKS" shall mean all of the following now or
hereafter owned by a Debtor: (i) all trademarks, service marks, trade names,
corporate names, company names, indicia, business source identifiers, business
names, fictitious business names, trade styles, trade dress, logos, other source
or business identifiers, prints and labels on which any of the foregoing have
appeared or appear, designs and general intangibles of like nature, now existing
or hereafter adopted or acquired, all registrations and recordings thereof, and
all applications in connection therewith, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office (the "USPTO") listed on EXHIBIT B annexed hereto, any State of
the United States or any other country or any political subdivision thereof,
(ii) all goodwill associated therewith arising in or relating to the ordinary
course of business of such Debtor, (iii) all extensions or renewals thereof, and
(iv) the right to xxx for past, present and future infringement of the
foregoing.
(b) "LICENSE" shall mean any written agreement, now executed
or to be executed hereafter by a Debtor, granting to any third party any right
to use any Patent or Trademark now or hereafter owned by a Debtor, or granting
to a Debtor any right to use any Patent or Trademark now or hereafter owned by
any third party.
(c) "TRADE SECRETS" shall mean all trade secrets and other
confidential or proprietary, technical or business information, now or
hereinafter owned by a Debtor, as any of the foregoing may be amended or
supplemented from time to time, and any improvements thereon or changes thereto.
Section 3. PAYMENT OF OBLIGATIONS OF DEBTORS
3.1 DIRECT OBLIGATIONS. Borrower shall pay to Secured Party any
sum or sums due or which may become due pursuant to the Note, or any extensions
or renewals thereof, or under this Agreement or the Note.
3.2 EXPENSES. Each Debtor shall be liable to promptly pay to
Secured Party on demand all expenses and expenditures, including reasonable
attorneys' fees and other legal expenses incurred or paid by Secured Party in
exercising or protecting its interests, rights and remedies under the Note or
this Agreement plus interest thereon at the maximum non-usurious rate permitted
by applicable law. Such expenses and expenditures shall be part of the Secured
Indebtedness.
3.3 ACCELERATION. Debtor shall pay immediately, without notice,
the entire unpaid Secured Indebtedness of Debtor to Secured Party, whether
created or incurred pursuant to this Agreement, the Note or otherwise, upon the
occurrence of an Event of Default as described
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in Section 5 of this Agreement and acceleration of said Secured Indebtedness as
provided for in the Note.
Section 4. DEBTORS' REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
Each Debtor represents, warrants, covenants and agrees that:
4.1 VALID ACCOUNTS. Each Account Receivable will represent the
valid and legally enforceable indebtedness of a bona fide customer ("CUSTOMER")
arising from the sale or lease of goods or rendition by Debtor of services and
will be subject to no set-offs, counterclaims or defenses; such goods or
services will have been delivered to or performed for, and accepted by, the
Customer, and the amount shown as to each account on Debtor's books will be the
true and undisputed amount owing and unpaid thereon, payable in full at the time
referred to in the invoice, or if no time is specified within at least ninety
(90) days from the date of the particular invoice, and none of the Debtors has
any knowledge of any fact or circumstance that would impair the validity or
enforceability of any Accounts Receivable. As used herein, the term "ACCOUNTS
RECEIVABLE" shall mean all of a Debtor's accounts, contract rights, chattel
paper, instruments, general intangibles and rights to payment of every kind, now
or at any time hereafter arising.
4.2 TITLE; AUTHORITY. (a) Except for the Security Interest granted
hereby and except as set forth on EXHIBIT C attached hereto, each Debtor is, and
as to Collateral acquired after the date hereof shall be, the absolute owner and
holder of, and has good and, with respect to real property, marketable, title
to, the Collateral, free and clear of all liens, security interests, charges,
mortgages or encumbrances of any kind or nature whatsoever (collectively,
"LIENS"). All instruments, documents and chattel paper pertaining to the
Accounts Receivable are or, with respect to Accounts Receivable arising after
the date hereof, will be, valid and genuine and free from all Liens, except for
the security interests granted hereby or as otherwise disclosed on EXHIBIT C.
(b) Each Debtor has full power and authority to grant to
Secured Party the Security Interest granted herein, and the execution, delivery
and performance of this Agreement is not in contravention of any charter or
by-law provision of such Debtor, or of any indenture, contract or other
agreement to which such Debtor is a party or by which its properties or assets
are bound.
4.3 PERFORMANCE OF OBLIGATIONS. Each Debtor will duly perform and
will cause to be performed all obligations with respect to the goods, the sale
or lease of which gave rise to each of the Accounts Receivable.
4.4 INFORMATION. To the knowledge of Debtors, all information
supplied and statements made by each Debtor or any guarantor in any financial,
credit or accounting statement or application for credit prior to,
contemporaneously with or subsequent to the execution of this Agreement are and
shall be true, correct, complete, valid and genuine.
4.5 PLACE OF BUSINESS; RECORDS. (a) The chief place of business of
each Debtor is the address shown on EXHIBIT D attached to this Agreement. Each
Debtor will
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immediately notify Secured Party in writing of any change in such Debtor's chief
place of business.
(b) Each Debtor will (i) keep such books and records
pertaining to the Collateral at such chief place of business, and at such office
or offices of each Debtor as shall be approved in writing by Secured Party; (ii)
xxxx its books and records in such fashion as to indicate the Security Interest
granted hereby; (iii) permit officers, employees, or other representatives of
Secured Party at all reasonable times to inspect the Collateral and inspect and
make abstracts from the books and records of such Debtor pertaining to the
Collateral; and (iv) furnish to Secured Party such reasonable information and
reports regarding the Collateral as Secured Party may from time to time require.
(c) The Secured Party's right to take possession of any
Debtor's books and records after the occurrence of and during an Event of
Default shall be enforceable at law, by action of replevin or by any other
appropriate remedy at law or in equity and, to the extent permitted by law, each
Debtor consents to the entry of judicial orders or injunctions enforcing such
rights without any notice to such Debtor or opportunity to be heard.
4.6 TAXES. Each Debtor will promptly pay any and all taxes,
assessments and governmental charges upon the Collateral prior to the date
penalties are attached thereto, except to the extent otherwise permitted by
Secured Party.
4.7 NOTICE TO CUSTOMERS. Upon an Event of Default and upon Secured
Party's request, each Debtor will give such notice in writing as Secured Party
may reasonably require at any time to any or all Customers indebted on all or
any of the Accounts Receivable and, if Secured Party shall so request, deliver
to Secured Party copies of any and all such notices and, in addition Secured
Party, or its agents or representatives may (1) transmit to any or all Customers
at any time or times such notice of Secured Party's interest in any such
Accounts Receivable as Secured Party may determine (but Secured Party shall not
be required to give any such notice and any failure to give such notice by
Secured Party shall in no way affect Secured Party's rights and interest
hereunder or under any Accounts Receivable); (2) request from Customers at any
time or times information concerning the amount owing under any or all Accounts
Receivable; (3) request from Customers that Accounts Receivable be paid directly
to Secured Party or to a post office box address over which Secured Party has
control; or (4) enforce payment of and collect, by legal proceedings or
otherwise, all Accounts Receivable.
4.8 INFORMATION TO SECURED PARTY REGARDING COLLATERAL. Each Debtor
will transmit to Secured Party all information that it may have or receive with
respect to the Collateral or with respect to Customers indebted on the Accounts
Receivable which might in any way adversely affect the value of the Collateral
or Secured Party's rights or remedies with respect thereto, including, but not
limited to (i) rejection of goods or services by a Customer, (ii) assertion of
claims, counterclaims or set-offs by a Customer, and (iii) information of
financial difficulties of a Customer of which such Debtor has or obtains
knowledge.
4.9 NO ADDITIONAL SECURITY INTERESTS OR LIENS. No Debtor will
pledge, mortgage or otherwise encumber, or create or suffer a security interest
or Lien to exist in any of the Collateral to or in favor of any person other
than Secured Party, except as otherwise
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authorized pursuant to this Agreement or the Note. Each Debtor will defend the
Collateral against all claims and demands of all persons at any time claiming
the same or any interest therein senior or pari passu to that of Secured Party.
4.10 ADDITIONAL DOCUMENTATION. Each Debtor will execute, alone or
with Secured Party, any financing statement or other document or procure any
document reasonably required, and pay all costs necessary or desirable to
protect the Security Interest, rights and remedies created by, provided in or
emanating from this Agreement. Each Debtor shall use its best efforts to furnish
to Secured Party, if requested, a landlord's waiver of all liens with respect to
any Collateral covered by this Agreement that is or that may be located upon
leased premises. Such landlord's waiver is to be in such form and upon such
terms as is acceptable to Secured Party.
4.11 PROTECTIVE ACTION. Each Debtor will, at its own expense, do,
make, procure, execute and deliver all acts, things, writing and assurances as
Secured Party may at any time reasonably request to protect, assure or enforce
its interests, rights and remedies created by, provided in or emanating from
this Agreement.
4.12 NO LEASES, LICENSES OR ENCUMBRANCES. None of the Debtors will
lend, rent, lease, license or otherwise dispose of its respective Collateral or
any interest therein except as authorized in this Agreement or in writing by
Secured Party or in the ordinary course of Debtor's business consistent with
past practices, and each Debtor shall keep its respective Collateral, including
the proceeds from any disposition thereof, free from unpaid charges, including
taxes, and from all Liens.
4.13 COLLATERAL LOCATIONS. The Collateral shall remain in the
respective Debtor's possession or control at its address shown in this Agreement
or at such other locations as Secured Party may approve in writing, and shall
not be removed except for temporary removal in the ordinary course of Debtor's
business from those locations.
4.14 INSURANCE. Each Debtor will have and maintain or cause to be
maintained insurance at all times with respect to its respective Collateral
against risks of fire, theft and such other risks as Secured Party may
reasonably require. Such insurance policies shall contain such terms and be
written by companies reasonably satisfactory to Secured Party. Such insurance
policies shall also contain, if requested by Secured Party, a standard
mortgagee's endorsement providing for payment of any loss to Secured Party. All
policies of insurance shall provide for a minimum of thirty (30) days written
cancellation notice to Secured Party. Each Debtor shall furnish Secured Party
with certificates or other evidence satisfactory to Secured Party of compliance
with the foregoing insurance provisions. Each Debtor hereby irrevocably appoints
Secured Party as attorney for such Debtor in obtaining, adjusting, settling and
canceling such insurance and endorsing any drafts drawn by insurers of the
Collateral, which power is coupled with an interest; PROVIDED, HOWEVER, that
Secured Party shall not be required to obtain, adjust, settle or cancel such
insurance or endorse such drafts and any failure to do so by Secured Party shall
in no way affect Secured Party's rights and interest hereunder or in any of the
Collateral. In the event of loss and the payment of insurance proceeds, all
monies shall be payable to Secured Party for the accounts of Secured Party and
the Debtors, as their interests may appear. At the option of Secured Party, all
monies so received, from less than an actual or constructive total loss
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shall be applied (i) to the Note secured thereby, (ii) to repair of the damage
in respect of which the insurance loss was paid, or (iii) in reimbursements for
monies theretofore so applied by such Debtor with the consent of the Secured
Party. In the event of actual or constructive total loss of the Collateral, the
insurance proceeds for such loss shall, unless otherwise agreed by Secured
Party, be applied as follows: (i) to the payment of the costs of collecting such
insurance, if any, (ii) to the payment of all indebtedness, principal, interest
and other sums owed by such Debtor to Secured Party secured hereby, and (iii)
the balance, if any to such Debtor.
4.15 SEGREGATION OF RETURNED GOODS. Returned or repossessed goods
arising from or relating to any accounts included within the Collateral shall,
if requested by Secured Party, be held separate and apart from any other
property of such Debtor.
4.16 ACCOUNTS AS PROCEEDS. All accounts that are proceeds of the
inventory included within the Collateral shall be subject to the security
interest granted hereby and all of the other terms and provisions hereof.
4.17 CERTIFICATES OF TITLE. If certificates of title or similar
documents are issued or outstanding or become issued and outstanding with
respect to any of the Collateral, each Debtor will promptly advise Secured Party
thereof and will immediately cause the interest of Secured Party to be properly
noted thereon and said certificates are to be delivered to Secured Party.
4.18 BUSINESS USE. The Collateral is and will be used for the sole
purpose of conducting the respective Debtor's business in the ordinary course,
unless otherwise agreed to in writing by Secured Party.
4.19 NO MISUSE; DUTY TO MAINTAIN. The Collateral will not be
misused or abused, wasted or allowed to deteriorate, except for the ordinary
wear and tear of its intended primary use, and will not be used in violation of
any statute, regulation or ordinance. Each Debtor agrees to maintain and use the
Collateral in a careful and proper manner and in conformity with all applicable
statutes, laws, ordinances and regulations and with all permits and licenses.
None of the Debtors will use the Collateral in any manner which exposes the
Collateral to unusual risk or to penalty, forfeiture or capture. Each Debtor
shall maintain, service and repair the Collateral so as to keep the Collateral
in good operating condition.
4.20 COLLATERAL AFFIXED TO REAL ESTATE. If the Collateral is or is
to be wholly or partly affixed to real estate or other goods, a description of
the real estate or other goods shall be promptly delivered to Secured Party and
become a part of this Agreement, and shall specify the location and record owner
of such real estate or other goods. If requested by Secured Party, each Debtor
shall use its best efforts to furnish disclaimers or waivers of all parties
having an interest in the real estate or other goods to which the Collateral is
or is to be attached to any interest in the Collateral.
4.21 NO FINANCING STATEMENTS. Except as otherwise set forth on
EXHIBIT E attached hereto, there is no financing statement or similar filing now
on file in any public office covering any part of the Collateral which has not
been discharged nor is there any filing with the USPTO for the purpose of
perfecting, confirming, continuing, enforcing or protecting any
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security interest granted by any Debtor in the Collateral, and none of the
Debtors will execute and there will not be on file in any public office any
financing statement or similar filing, except the financing statements filed or
to be filed in favor of Secured Party and the filing of this Agreement with the
USPTO, or as otherwise specifically permitted by this Agreement.
4.22 PATENTS AND TRADEMARKS. (a) Each Debtor (either itself or
through licensees) will, for each Trademark material to the conduct of such
Debtor's business, (i) to the extent consistent with past practice, continue to
use such Trademark on each and every trademark class of goods applicable to its
current line of business in order to maintain such Trademark in full force free
from any claim of abandonment for nonuse, (ii) maintain as in the past the
quality of products and services offered under such Trademark, (iii) employ such
Trademark with the notice of Federal registration, and (iv) not (and not permit
any licensee or sublicensee thereof to) do any act or knowingly omit to do any
act whereby such Trademark may become abandoned or invalidated.
(b) In no event shall any Debtor, either itself or through any
agent, employee, licensee or designee, file an application for any patent or
Trademark with the USPTO, or any similar office or agency in any other country
or any political subdivision thereof or enter into a License, unless it promptly
informs Secured Party, and, upon request of Secured Party, executes and delivers
any and all agreements, instruments, documents and papers as Secured Party may
reasonably request to evidence Secured Party's security interest in such patent,
Trademark or License, and the goodwill and general intangibles of such Debtor
relating thereto or represented thereby.
(c) Each Debtor will take all necessary steps that are
consistent with the practice in any proceeding before the USPTO, or any similar
office or agency in any other country or any political subdivision thereof, to
maintain and pursue each material application relating to any patent or
Trademark (and to obtain the relevant grant or registration) and to maintain
each registration of any patent or Trademark which is material to the conduct of
such Debtor's business, including, without limitation, filing of application for
renewal, affidavits of use, affidavits of incontestability and maintenance fees,
and, where appropriate, to initiate opposition, interference and cancellation
proceedings against third parties.
4.23 In the event that any Collateral consisting of a patent or
Trademark material to the conduct of any Debtor's business is believed
infringed, misappropriated or diluted by a third party, such Debtor shall notify
Secured Party in writing within fifteen (15) days after it learns thereof and
shall, if consistent with good business practice, promptly xxx for infringement,
misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and take such other actions as is
appropriate under the circumstances to protect such Collateral.
4.24 Each Debtor shall use its best efforts to cause all UCC
financing statements and liens with respect to the Collateral existing as of the
date hereof, other than those relating to the Secured Party, to be terminated.
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Section 5. EVENTS OF DEFAULT
Each Debtor shall be in default under this Agreement upon the happening of
an Event of Default under the terms and conditions of the Note (herein called an
"EVENT OF DEFAULT").
Section 6. SECURED PARTY'S RIGHTS AND REMEDIES
6.1 SECURED PARTY'S RIGHTS.
(a) This Agreement, Secured Party's rights hereunder or the
Secured Indebtedness may be assigned by Secured Party, at any time and from time
to time, and in any such case the assignee shall be entitled to all of the
rights, privileges and remedies granted in this Agreement to Secured Party;
PROVIDED, HOWEVER, that prior to the time an Event of Default has occurred,
Secured Party shall not make any such assignment to any party in the same or
similar business to that of any Debtor.
(b) Each Debtor hereby appoints the Secured Party as its
true and lawful attorney, with full power of substitution, for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instrument which Secured Party may deem necessary or advisable to
accomplish the purposes hereof. The power of attorney granted herein shall be
deemed to be coupled with an interest, shall be irrevocable, shall survive the
death, disability, dissolution, liquidation or other termination of such Debtor,
shall be binding upon all heirs, legal representatives, successors and assigns
of such Debtor, and shall inure to the benefit of Secured Party and its
successors and assigns. If an Event of Default shall occur, without limiting the
generality of the foregoing, Secured Party shall have the right to receive,
collect and endorse all checks made payable to any Debtor or its order
representing any proceeds in respect of the Collateral or any part thereof and
to give full discharge therefor. If an Event of Default shall occur, Secured
Party may, but is not obligated to, exercise at any time and from time to time
all or any of the rights of any Debtor including, but not limited to, the
following powers, with respect to all or any of the Collateral:
(i) to demand, xxx for, collect, receive and give
acquittance for any and all monies due or to become due upon or by virtue
thereof;
(ii) to receive, take, endorse, assign and deliver any
and all checks, notes, drafts, documents and other negotiable and non-negotiable
instruments and chattel paper taken or received by Secured Party in connection
therewith;
(iii) to settle, compromise, compound, prosecute or
defend any action or proceeding with respect thereto;
(iv) to sell, transfer, assign or otherwise deal in or
with the same or the proceeds or avails thereof or the relative goods, as fully
and effectually as if Secured Party were the absolute owner thereof; and
(v) to extend the time of payment of any or all thereof
and to make any allowance and other adjustments with reference thereto,
including without limitation,
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arrangement for payment in installments, other modifications of the payment
terms thereof, or release thereof;
PROVIDED, HOWEVER, that the exercise by Secured Party of or failure to so
exercise any such authority shall in no manner affect or discharge any Debtor's
liability to Secured Party hereunder or under the Note or under any other
instrument evidencing or securing any of the Secured Indebtedness; PROVIDED,
FURTHER, Secured Party shall be under no obligation, responsibility or duty to
exercise any of the powers hereby conferred upon it and it shall be without
liability for any act or failure to act in connection with any of the
Collateral. Secured Party shall not be required to take any steps necessary to
preserve the rights of the Collateral, except as required by law. If an Event of
Default shall occur, Secured Party shall at all times have the right to apply
the proceeds of any of the accounts or other property in which Secured Party has
been granted a Security Interest herein towards payment of the Note and other
Secured Indebtedness immediately upon receipt or collection of such proceeds.
(c) Secured Party or any of its employees, agents or
representatives may enter upon any Debtor's premises at any reasonable time to
inspect such Debtor's records pertaining to the Collateral and Debtor shall
assist such parties in making such inspections.
(d) Secured Party may execute, sign, endorse, transfer or
deliver in the name of any Debtor notes, checks, drafts or other instruments for
the payment of money and receipts, certificates of origin, applications for
certificates of title or any other documents necessary to evidence, perfect or
realize upon the security interest and obligations created by this Agreement.
6.2 RIGHTS IN EVENT OF DEFAULT. (a) Upon the occurrence and during
the continuance of an Event of Default, in addition to the rights granted
pursuant to Section 6.1, the Secured Party may, without notice to any Debtor
(except as otherwise specified herein), do any or all of the following, all of
which rights and remedies are cumulative, and the exercise of any one or more of
the remedies provided for herein shall not be construed as a waiver of any of
the other remedies of Secured Party:
(i) Secured Party may declare the Secured Indebtedness
immediately due and payable and may exercise any of the rights and remedies
available to a secured party under the UCC or otherwise available to Secured
Party by agreement, at law or in equity, and under all other applicable laws of
each state having jurisdiction over the Collateral or any part thereof,
including without limitation thereto, the right to sell, lease or otherwise
dispose of any or all of the Collateral and the right to take possession of the
Collateral, and for that purpose Secured Party may, with or without notice or
process of any kind, enter upon any premises on which the Collateral or any part
thereof may be situated and remove the Collateral or books and records
evidencing same, or may require any Debtor to assemble the Collateral and make
it available to Secured Party at a place to be designated by Secured Party which
is reasonably convenient to both parties. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, Secured Party will send each Debtor reasonable notice of the
time and place of any public sale thereof or of the time after which any private
sale or other disposition thereof is to be made. The requirement of sending
reasonable notice shall be met if such notice is mailed, postage prepaid, to
such Debtor at the
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address designated in this Agreement at least ten (10) days before the time of
the sale or disposition. Expenses of retaking, holding, preparing for sale,
selling or the like shall include Secured Party's reasonable attorneys' fees and
legal expenses, plus interest thereon at the maximum non-usurious rate permitted
by applicable law with respect to such Debtor and shall constitute part of the
Secured Indebtedness. Secured Party may apply the proceeds of any disposition of
Collateral available for satisfaction of the Secured Indebtedness in any order
of preference which Secured Party, in its sole discretion, chooses. Each Debtor
shall remain liable for any deficiency.
(ii) Secured Party may retain all books and records of
any Debtor.
(iii) Secured Party may complete any uncompleted
Inventory in the process of construction or completion.
(iv) Secured Party may notify any of Debtor's lessees,
consignees, renters and/or debtors to make all payments directly to the Secured
Party and to surrender, at the termination of any such lease, rental agreement
or consignment, the item or items leased, rented or consigned, directly to the
Secured Party.
(v) Secured Party may cure any default in any reasonable
manner and add the cost of such cure to the Secured Indebtedness.
(b) Upon the occurrence and during the continuance of an
Event of Default, Secured Party may remedy any default and may waive any default
without waiving the default remedied or without waiving any other prior or
subsequent default.
(c) Upon the occurrence and during the continuance of an
Event of Default, Secured Party may enforce its rights under this Agreement
without resort to prior judicial process or judicial hearing, and each Debtor
expressly waives, renounces and knowingly relinquishes any legal right which
might otherwise require Secured Party to enforce its rights by judicial process.
In so providing for a non-judicial remedy, each Debtor recognizes and concedes
that such a remedy is consistent with the usage of the trade, is responsive to
commercial necessity and is the result of bargaining at arms length. Nothing in
this Agreement is intended to prevent any Debtor or the Secured Party from
resorting to judicial process at such party's option.
(d) Each Debtor agrees that in performing any act required
of such Debtor under this Agreement that time shall be of the essence and that
Secured Party's acceptance of a partial or delinquent payment or payments, or
the failure of Secured Party to exercise any right or remedy shall not be a
waiver of any obligation of any Debtor or any right of Secured Party or
constitute a waiver of any other similar default subsequently occurring.
(e) Upon the occurrence and during the continuance of an
Event of Default, Secured Party may at any time demand, xxx for, collect or make
any compromise or settlement with reference to the Collateral as Secured Party,
in its sole discretion, chooses. Secured Party may delay exercising or omit to
exercise any right or remedy under this
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Agreement without waiving that or any other past, present or future right or
remedy, except in writing signed by Secured Party.
Section 7. ADDITIONAL AGREEMENTS
7.1 SUCCESSORS AND ASSIGNS. Subject to the provisions of Section
6.1(a), this Agreement shall be binding upon and shall inure to the benefit of
the parties, their successors, endorsers, representatives, receivers, trustees
and assigns; PROVIDED, HOWEVER, that nothing contained herein shall be construed
to permit any Debtor to assign this Agreement or any of its rights or
obligations hereunder, without obtaining the prior written approval of the
Secured Party.
7.2 WAIVER AND INDEMNITY. Each Debtor hereby waives and releases all
relief from any and all appraisement, stay or exemption laws of any state now in
force or hereinafter enacted. Each Debtor hereby waives presentment, notice of
dishonor and protest of all instruments included in or evidencing the Collateral
and any and all notices and demand whatsoever, whether or not relating to such
instruments.
7.3 SECTION HEADINGS. The section headings appearing in this
instrument have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing the terms and
provisions of this instrument.
7.4 APPLICABLE LAW. The law governing this secured transaction shall
be that of the State of New York in force at the date of this instrument.
7.5 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and may be personally served
or sent by telecopier, mail or the express mail service of the United States
Postal Service, Federal Express or other equivalent overnight or expedited
delivery service and (i) if given by personal service, or telecopier (confirmed
by telephone), it shall be deemed to have been given upon receipt, (ii) if sent
by mail, it shall be deemed to have been given upon receipt and (iii) if sent by
Federal Express, the Express Mail Service of the United States Postal Service or
other equivalent overnight or expedited delivery service, it shall be deemed
given twenty-four (24) hours after delivery to such overnight or expedited
delivery service, delivery charges prepaid and properly addressed to Debtor or
Secured Party as the case may be. For purposes hereof, the addresses of Debtors
and Secured Party shall be as follows:
DEBTORS:
Communication Intelligence Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
Attention: President
CICI Limited
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
Attention: President
-11-
CIC Acquisition Corp.
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
Attention: President
with a copy to:
Communication Intelligence Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
Attention: Chief Financial Officer
SECURED PARTY:
The Xxxxxx X. Xxxxxxxx 1996 Charitable Remainder
Annuity Trust
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxx Xxxxxxxx, Trustee
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxx Marks & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxxxx X. Xxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
Any party may, by proper written notice hereunder to the other party, change the
address to which notices shall thereafter be sent to it.
7.6 SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable, such provision shall be fully severable, and
the remaining provisions of this Agreement shall be in full force and effect.
7.7 SAVINGS CLAUSE. Notwithstanding any provision to the contrary
herein, or in any of the documents evidencing the Secured Indebtedness, no such
provision shall require the payment or permit the collection of interest in
excess of the maximum permitted by applicable usury laws. If any such excessive
interest is so provided for, then in such event (i) the provisions of this
paragraph shall govern and control, (ii) none of the Debtor's nor their
representatives, successors or assigns or any other party liable for the payment
thereof, shall be obligated to pay the amount of such interest to the extent
that is in excess of the maximum non-usurious interest rate permitted by
applicable law, (iii) any such excess interest that may have been collected
shall be, at the option of the holder of the instrument evidencing the Secured
Indebtedness, either applied as a credit against the then unpaid principal
amount thereof or refunded to the maker
-12-
thereof, and (iv) the effective rate of interest shall be automatically reduced
to the maximum non-usurious interest rate permitted under the applicable usury
laws as now or hereafter construed by courts having jurisdiction.
7.8 PRONOUNS. The pronouns used in this instrument are in the
masculine gender but shall be construed as feminine or neuter as occasions may
require.
7.9 PRIOR AGREEMENT. This Agreement amends and restates in its
entirety the Amended and Restated Security Agreement and such agreement shall no
longer be in effect.
EXECUTED as of the date set forth above.
DEBTORS:
COMMUNICATION INTELLIGENCE
CORPORATION
By: /s/ Xxxxx XxXxxxxxxx
----------------------------------
Name: Xxxxx XxXxxxxxxx
Title: President
CICI LIMITED
By: /s/ Xxxxx XxXxxxxxxx
----------------------------------
Name: Xxxxx XxXxxxxxxx
Title: President
CIC ACQUISITION CORP.
By: /s/ Xxxxx XxXxxxxxxx
----------------------------------
Name: Xxxxx XxXxxxxxxx
Title: President
SECURED PARTY:
THE XXXXXX X. XXXXXXXX 1996
CHARITABLE REMAINDER
ANNUITY TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Trustee
-13-
EXHIBIT A
TRADEMARKS AND APPLICATIONS
COMMUNICATION INTELLIGENCE CORPORATION
------------------------------------------------------------------------------
TRADEMARK COUNTRY CLASS(ES) APPL. NO REG NO.
FILING DATE ISSUE DATE
------------------------------------------------------------------------------
CIC DESIGN US 009; 456805 1306886
12/12/83 11/27/84
------------------------------------------------------------------------------
CIC Logo JP 11 30777/84 1979471
03/28/84 08/19/87
------------------------------------------------------------------------------
HAND-WRITER US 009; 1251563
09/20/83
------------------------------------------------------------------------------
HANDWRITER DE 9 C43046/9WZ 2057970
01/29/92 02/25/94
------------------------------------------------------------------------------
HANDWRITER ES 9 1682610 1682610
02/07/92 10/05/92
------------------------------------------------------------------------------
HANDWRITER FR 9 92421079 92421079
06/02/92
------------------------------------------------------------------------------
HANDWRITER GB 9 1488780 B1488780
01/24/92 07/15/94
------------------------------------------------------------------------------
HANDWRITER IT 9 MI92C000573 639696
01/28/92 12/27/94
------------------------------------------------------------------------------
HANDWRITER US 009; 455588 1308756
12/05/83 12/11/84
------------------------------------------------------------------------------
INKSENTRY US 009; 75/114460 2073729
06/05/96 06/24/97
------------------------------------------------------------------------------
INKSHRINK DE 9 C45710/9WZ 2071642
09/30/93 07/15/94
------------------------------------------------------------------------------
INKSHRINK FR 9 93/489492 93/489492
10/26/93 04/08/94
------------------------------------------------------------------------------
INKSHRINK GB 9 1549138 1549138
09/30/93 11/04/94
------------------------------------------------------------------------------
INKSHRINK IT 9 MI93C006790 677464
10/06/93 05/14/96
------------------------------------------------------------------------------
INKSHRINK JP 9 99680/0000 0000000
09/30/93 09/30/96
------------------------------------------------------------------------------
INKSHRINK US 009; 607828 1931730
12/07/94 10/31/95
------------------------------------------------------------------------------
INKSNAP US 009; 76/227340
03/20/01
------------------------------------------------------------------------------
INKTOOLS US 009; 75/114459 2152968
06/05/96 04/21/98
------------------------------------------------------------------------------
ISIGN US 009; 75/923089
02/18/00
------------------------------------------------------------------------------
JOT US 009; 75/157916 2219350
08/29/96 01/19/99
------------------------------------------------------------------------------
A-1
------------------------------------------------------------------------------
TRADEMARK COUNTRY CLASS(ES) APPL. NO REG NO.
FILING DATE ISSUE DATE
------------------------------------------------------------------------------
MACHANDWRITER DE 9 C43045/9WZ 2027414
01/29/92 12/30/92
------------------------------------------------------------------------------
MACHANDWRITER ES 9 1682611 1682611
02/07/92 10/05/92
------------------------------------------------------------------------------
MACHANDWRITER FR 9 92418221 92418221
05/07/92
------------------------------------------------------------------------------
MacHandwriter GB 9 1488781 B1488781
01/24/92 08/26/94
------------------------------------------------------------------------------
MACHANDWRITER IT 9 MI92C000574 639697
01/28/92 12/27/94
------------------------------------------------------------------------------
MACHANDWRITER JP 11 114044/91
11/01/91
------------------------------------------------------------------------------
MACHANDWRITER JP 9 19528/96 4074160
02/27/96 10/24/97
------------------------------------------------------------------------------
MACHANDWRITER US 009; 74/136449 1721067
02/05/91 09/29/92
------------------------------------------------------------------------------
PENDOS DE 9 C43044/9WZ 2027413
01/29/92 12/30/92
------------------------------------------------------------------------------
PENDOS ES 9 1682613 1682613
02/07/92 10/05/92
------------------------------------------------------------------------------
PENDOS FR 9 92/407612
02/27/92
------------------------------------------------------------------------------
PENDOS JP 11 9541/0000 0000000
02/03/92 05/31/94
------------------------------------------------------------------------------
PENDOS JP 26
02/03/92
------------------------------------------------------------------------------
PENDOS US 009; 75/267373 2149333
04/01/97 04/07/98
------------------------------------------------------------------------------
PENLABS DE 16 41 C43047/9WZ 2034773
01/29/92 04/20/93
------------------------------------------------------------------------------
PENLABS ES 16 1682614 1682614
02/07/92 10/05/92
------------------------------------------------------------------------------
PENLABS ES 41 1682612 1682612
02/07/92 11/02/93
------------------------------------------------------------------------------
PENLABS FR 16 41 92/407613
02/27/92
------------------------------------------------------------------------------
PENLABS JP 26 9540/0000 0000000
02/03/92 04/28/94
------------------------------------------------------------------------------
PENMAC US 009; 606623 1930050
12/05/94 10/24/95
------------------------------------------------------------------------------
PROFICIENT CA 606101 368517
05/02/88 05/11/90
------------------------------------------------------------------------------
PROFICIENT US 009; 682379 1486811
09/03/87 05/03/88
------------------------------------------------------------------------------
QUICKNOTES US 009; 75/206691
12/02/96
------------------------------------------------------------------------------
RECOECHO US 009; 76/227341
03/20/01
------------------------------------------------------------------------------
SIGCHECK US 009; 75/114457
06/05/96
------------------------------------------------------------------------------
SIGN-IT DE 9 39634957.9 39634957
08/09/96 04/22/97
------------------------------------------------------------------------------
SIGN-IT ES 9 2044039 2044039
08/12/96 10/06/97
------------------------------------------------------------------------------
SIGN-IT FR 9 96/637456 96/637456
08/05/96 08/05/96
------------------------------------------------------------------------------
A-2
------------------------------------------------------------------------------
TRADEMARK COUNTRY CLASS(ES) APPL. NO REG NO.
FILING DATE ISSUE DATE
------------------------------------------------------------------------------
SIGN-IT GB 9 2107049 2107049
08/05/96 02/07/97
------------------------------------------------------------------------------
SIGN-IT IT 9 MI96C007329 763200
08/05/96 04/22/99
------------------------------------------------------------------------------
SIGN-IT JP 9 92319/96
08/16/96
------------------------------------------------------------------------------
SIGN-IT US 009; 75/122341 2319643
06/19/96 02/15/00
------------------------------------------------------------------------------
SIGN-ON US 009; 75/778488
08/16/99
------------------------------------------------------------------------------
SIGVIEW US 009; 75/114458 2152967
06/05/96 04/21/98
------------------------------------------------------------------------------
THE CREATIVITY TOOL US 009; 440887 1951744
09/27/93 01/23/96
------------------------------------------------------------------------------
THE POWER TO SIGN US 009; 76/181986
ONLINE 12/14/00
------------------------------------------------------------------------------
WORDCOMPLETE US 009; 75/777613 2422343
08/13/99 01/16/01
------------------------------------------------------------------------------
YPAD US 009; 75/178202 2065304
05/29/96 05/27/97
------------------------------------------------------------------------------
CIC ACQUISITION CORP.
---------------------------------------------------------------------------------
RENEWAL
COUNTRY XXXX CLASS APP. NO. REG. NO. STATUS DUE
---------------------------------------------------------------------------------
Japan PENOP 9 8-17357 4316551 Registered 2006/02/23
---------------------------------------------------------------------------------
Japan Triangle Logo 16 8-17356 4224839 Registered 2004/11/30
---------------------------------------------------------------------------------
Japan Triangle Logo 9 8-17355 4117371 Registered 2008/02/20
1998/02/20
---------------------------------------------------------------------------------
USA GRAVITY PROMPT 9 & 16 2256203 Registered 2009/06/29
---------------------------------------------------------------------------------
USA PENOP 9 1798571 Registered 2003/10/12
---------------------------------------------------------------------------------
USA Triangle Logo 9 & 16 2315145 Registered 2010/02/08
---------------------------------------------------------------------------------
USA CEREMONY 9 & 16 75/470,328 Application
filed
1998/04/20
---------------------------------------------------------------------------------
USA READY TO SIGN to be 78/007746 Application
determined filed
5/11/2000
---------------------------------------------------------------------------------
USA DIGITAL EVIDENCE to be 78/008994 Application
determined filed
5/19/2000
---------------------------------------------------------------------------------
A-3
---------------------------------------------------------------------------------
RENEWAL
COUNTRY XXXX CLASS APP. NO. REG. NO. STATUS DUE
---------------------------------------------------------------------------------
USA Signatureone 9 & 42 75/708,790 Pending;
& application
75/708,537 filed May
18, 1999
---------------------------------------------------------------------------------
USA CHEQUEMATCH 9 75/030,621 Pending -
status not
verified
---------------------------------------------------------------------------------
UK BIOMETRIC TOKEN 9 & 16 2048515 Registered 2005/12/13
---------------------------------------------------------------------------------
UK GRAVITY PROMPT 9 & 16 2048519 Registered 2005/12/13
---------------------------------------------------------------------------------
UK PENOP 9 1550038 Registered. 2000/10/08
---------------------------------------------------------------------------------
UK TRIANGLE LOGO 9 & 16 2048521 Registered 2005/12/13
---------------------------------------------------------------------------------
UK Countermatch 9 1570030 Registered
1994/04/23
---------------------------------------------------------------------------------
UK Countermatch 16 1570031 Registered
1994/04/23
---------------------------------------------------------------------------------
UK Chequematch 9 2027654 Registered
1995/07/20
---------------------------------------------------------------------------------
UK AUTHOSIGN 9 2136421 Registered
1997/06/20
---------------------------------------------------------------------------------
EC CEREMONY 9 & 16 000766550 000766550 Registered 2008/4/27
---------------------------------------------------------------------------------
EC AUTHOSIGN 9 000707588 Filed
1997/12/16
---------------------------------------------------------------------------------
Brazil COUNTERMATCH 9.40 & 9.55 8187719922 Accepted
1995/09/14
---------------------------------------------------------------------------------
A-4
---------------------------------------------------------------------------------
RENEWAL
COUNTRY XXXX CLASS APP. NO. REG. NO. STATUS DUE
---------------------------------------------------------------------------------
France CHEQUEMATCH 9 96/605351 Registered
1996/01/11
---------------------------------------------------------------------------------
Italy CHEQUEMATCH 9 T096C000141 Pending
---------------------------------------------------------------------------------
Benelux CHEQUEMATCH 9 587117 Registered
1995/12/04
---------------------------------------------------------------------------------
Germany CHEQUEMATCH 9 395506840 Registered
1995/12/04
---------------------------------------------------------------------------------
Switzerland CHEQUEMATCH 9 438781 Registered
1995/12/04
---------------------------------------------------------------------------------
CICI LIMITED
None
A-5
EXHIBIT B
PATENTS AND APPLICATIONS
COMMUNICATION INTELLIGENCE CORPORATION
----------------------------------------------------------------------------------------
PATENT INVENTOR(S) COUNTRY APPLICATION APPLICATION
ISSUE ISSUE DATE
NO.
----------------------------------------------------------------------------------------
Method for Dynamic Xxxx X. Xxxxxx USA 5,933,514 08/03/1999
Reconstruction of Xxxxxx X. Xxxxxx
Handwritten Data Xxxxxx X. Xxxxx
----------------------------------------------------------------------------------------
Keyless Flat Panel Xxxxx Xxx USA 5,049,862 09/17/1991
Portable Computer - Xxxxx X. Xxxx
Computer Aided Notebook Xxxxxxx X. Xxx
Xxxxxxx X. Xxxxx
----------------------------------------------------------------------------------------
Method for Xxxxxx X. Xxxxx USA 4,531,231 07/23/1985
Distinguishing Xxxx X. Xxxxxx
Between Complex Xxxxx X. Xxxxxx
Character Sets
----------------------------------------------------------------------------------------
Confusion Grouping of Xxxxxx X. Xxxxx USA 4,573,196 02/25/1986
Strokes in Pattern Xxxx X. Xxxxxx
Recognition Method
and System
----------------------------------------------------------------------------------------
Process and Apparatus Xxxxxx X. Xxxxx USA 4,718,102 01/05/1988
Involving Pattern Xxxx X. Xxxxxx
Recognition
----------------------------------------------------------------------------------------
Complex Pattern Xxxxxx X. Xxxxx USA 4,561,105 12/24/1985
Recognition Method and Xxxx X. Xxxxxx
System
----------------------------------------------------------------------------------------
CIC ACQUISITION CORP. - UNITED STATES PATENTS AND APPLICATIONS
------------------------------------------------------------------------------------
APPLICATION U.S. FILING DATE ISSUE DATE TITLE STATUS
SERIAL NO. PATENT NO.
------------------------------------------------------------------------------------
08/298,991 5,544,255 August 31, August 6, Method and System Granted
1994 1996 for the Capture,
Storage, Transport
and Authentication
of Handwritten
Signatures
------------------------------------------------------------------------------------
08/644,084 5,647,017 May 9, 1996 July 8, Method and System Granted
1997 for the Verification
of Handwritten
Signatures
------------------------------------------------------------------------------------
08/859,626 5,818,955 May 20, October 6, Document and Granted
1997 1998 Signature
Verification System
and Method
------------------------------------------------------------------------------------
B-1
------------------------------------------------------------------------------------
APPLICATION U.S. FILING DATE ISSUE DATE TITLE STATUS
SERIAL NO. PATENT NO.
------------------------------------------------------------------------------------
09/024,835 6,091,835 February July 18, Method and System Granted
17, 1998 2000 for Transcribing
Electronic
Affirmations
------------------------------------------------------------------------------------
09/112,224 6,064,751 July 8, May 16, Document and Granted
1998 2000 Signature Data
Capture System and
Method
------------------------------------------------------------------------------------
09/477,462 - January 4, - Method and System Pending
2000 for the Capture,
Storage, Transport
and Authentication
of Handwritten
Signatures
------------------------------------------------------------------------------------
09/505,495 - February - Method and System Pending
17, 2000 for Transcribing
Electronic
Affirmations
------------------------------------------------------------------------------------
CIC ACQUISITION CORP. - FOREIGN PATENTS AND APPLICATIONS
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
APPLICATION SERIAL NO. PATENT NO. COUNTRY FILING DATE ISSUE DATE TITLE STATUS
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
34614/95 688589 Australia February 25, August 13, Method and System for the Granted
1997 1998 Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
71860/98 - Australia June 12, 1998 - Method and System for the Pending
Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
2198845 - Canada February 28, - Method and System for the Pending
1997 Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
95195333.8 - China March 27, 1997 - Method and System for the Pending
Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
95931027.7 - Europe March 10, 1997 - Method and System for the Pending
(unofficial) Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
B-2
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
APPLICATION SERIAL NO. PATENT NO. COUNTRY FILING DATE ISSUE DATE TITLE STATUS
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
8-508954 - Japan February 17, - Method and System for the Pending
1997 Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
97-701353 - Korea February 28, - Method and System for the Pending
1997 Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
292439 292439 New Zealand February 20, February Method and System for the Granted
1997 10, 1999 Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
9700897-3 - Singapore February 20, - Method and System for the Pending
1995 Capture, Storage,
Transport and
Authentication of
Handwritten Signatures
------------------------ ------------- --------------- ---------------- ------------- ---------------------------- ------------
CICI LIMITED
None
B-3
EXHIBIT C
LEASED COLLATERAL
---------------------------------------------------------------------------------
LEASING COMPANY LEASE NUMBER PRODUCT LEASED
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Xerox 950329631 Photo Copier
Serial # 6W6-311599
---------------------------------------------------------------------------------
Dell Financial Services 0017336519001 Dell File Server
PowerEdge 2300 Server
---------------------------------------------------------------------------------
Dell Financial Services 0017336519002 Dell Hard Drives for
PowerEdge 2300 Server
---------------------------------------------------------------------------------
Dell Financial Services 0017336519003 Dell Dimension XPST
---------------------------------------------------------------------------------
Dell Financial Services 0017336519004 Dell Dimension XPST (2)
---------------------------------------------------------------------------------
C-1
EXHIBIT D
DEBTORS' CHIEF PLACE OF BUSINESS
Communication Intelligence Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
CICI Limited
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
CIC Acquisition Corp.
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000-0000
D-1
EXHIBIT E
TO SECURITY AGREEMENT
FINANCING STATEMENTS
SECURED PARTY DEBTOR FILE NUMBER/ DATE OF FILING JURISDICTION OF
------------- ------ ------------ -------------- ---------------
TYPE FILING
---- ------
Xxxxxx X. Xxxxxxxx 1996 Communication 199917660895/ 06/22/1999 California -
Charitable Remainder Annuity Trust Intelligence Original Secretary of State
Corporation
Xxxxxx X. Xxxxxxxx 1996 Communication 1999319C0459/ 11/09/1999 California -
Charitable Remainder Annuity Trust Intelligence Amendment to Secretary of State
Corporation 199917660895
Xxxxxx X. Xxxxxxxx 1996 Communication 1999-111587/ 06/30/1999 California -
Charitable Remainder Annuity Trust Intelligence Original San Mateo County
Corporation
Xxxxxx X. Xxxxxxxx 1996 Communication 1999-192870/ 11/22/1999 California -
Charitable Remainder Annuity Trust Intelligence Amendment to San Mateo County
Corporation 1999-111587
E-1
