Exhibit 7
FORM OF SUBSCRIPTION AGREEMENT
Communication Intelligence Corporation
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Gentlemen:
1. SUBSCRIPTION; PURCHASE PRICE. (a) Subject to the terms and conditions
hereto, the undersigned ( the "SUBSCRIBER") hereby agrees to purchase from
Communication Intelligence Corporation, a Delaware corporation (the "COMPANY"),
that number of shares of Series B 5% Cumulative Convertible Preferred Stock, par
value $0.01 per share, of the Company (the "PREFERRED SHARES") set forth beneath
the Subscriber's name on the signature page hereto (the "SHARES"), at the
purchase price of $25.00 per Share (the aggregate purchase price for the Shares
being purchased by the Subscriber being the "PURCHASE PRICE"), subject to the
terms and conditions hereto.
(b) The Preferred Shares shall have such rights, designations and
preferences as set forth in the Company's Certificate of Designations with
respect thereto (the "DESIGNATION"), substantially in the form attached hereto
as EXHIBIT A.
(c) The Preferred Shares will be convertible into shares ("COMMON
SHARES") of common stock, par value $0.01, of the Company ("COMMON STOCK"),
pursuant to the terms of the Designation, and the Subscribers will have the
registration rights with respect to such Common Shares as set forth in that
certain Registration Rights Agreement to be entered into between the Company and
the Subscribers on the Closing Date, substantially in the form of EXHIBIT B
attached hereto ("REGISTRATION RIGHTS AGREEMENT").
(d) Subscriber hereby acknowledges (i) that this subscription
agreement (this "AGREEMENT") shall not be deemed to have been accepted by the
Company until the Company indicates its acceptance by returning to Subscriber a
copy of this Agreement executed by the Company, and (ii) that acceptance by the
Company of this Agreement is conditioned upon the information and
representations and warranties of Subscriber being complete, true and correct as
of the date of Subscriber's execution and as of the date of the Closing (as
hereinafter defined).
2. CLOSING. (a) The closing of the purchase of the Preferred Shares
(the "CLOSING") shall be held at the offices of Xxxx Marks & Xxxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on such
date as shall be designated by the Company after it has received and accepted
subscriptions, funds and other documentation necessary for the Closing of the
purchase from Subscribers of no less than 200,000 Preferred
Shares pursuant to the terms hereof (the "CLOSING DATE"). Notwithstanding the
foregoing, the Closing Date shall not be later than December 15, 1997 (the
"TERMINATION DATE")
(b) On the Closing Date, against receipt of the Purchase Price from
Subscriber, the Company shall deliver to the Subscriber, a share certificate
registered in the Subscriber's name and representing the number of Preferred
Shares purchased by Subscriber pursuant hereto, which certificate shall bear the
legend set forth in Section 5(h)(iv) hereof, together with any legends required
under applicable state laws.
(c) Prior to the Closing, the Subscriber shall pay the Purchase Price
by means of a bank wire transfer of immediately available funds to the following
account at Chase Manhattan Bank, N.A., 0000 0xx Xxxxxx, Xxx Xxxx, XX 00000:
Xxxx Marks & Xxxxx LLP, ABA# 000000000, Account Number 967-111188, Attention:
Xx. Xxxxxx Xxxx or Xx. Xxxxxx Xxxxxxxx.
3. ACCEPTANCE OF SUBSCRIPTION. The Subscriber understands and agrees
that the Company in its sole discretion reserves the right to accept or reject
Subscriber's subscription in whole or in part at any time prior to the Closing
Date. If the subscription is rejected by the Company, this Agreement shall
thereafter be of no further force or effect.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SUBSCRIBER. The
Subscriber hereby acknowledges, represents and warrants to, and agrees with, the
Company, on the date hereof and on the Closing Date, as follows:
(a) The Subscriber understands that the offering and sale of the
Preferred Shares is intended to be exempt from registration under the Securities
Act of 1933, as amended (the "Act") by virtue of Section 4(2) of the Act and the
provisions of Regulation D promulgated thereunder, and in accordance therewith
and in furtherance thereof, the Subscriber represents and warrants and agrees as
follows:
(i) The Subscriber and/or the Subscriber's adviser(s) has/have
received and carefully reviewed the Company's (A) Annual Report on Form 10-K for
the year ended December 31, 1996 and (B) Quarterly Reports on Form 10-Q for the
periods ended March 31, 1997, June 30, 1997 and September 30, 1997, respectively
(collectively, the "COMPANY REPORTS"), and understands the information contained
therein. Subscriber acknowledges and understands that the Company Reports show
that the Company has incurred substantial operating losses since its formation,
including the periods covered by such reports, and that it has insufficient
working capital to continue its planned operations.
(ii) The Subscriber acknowledges that the Subscriber, or the
Subscriber's attorney, accountant, or adviser(s), has/have had a reasonable
opportunity to inspect
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all documents and records pertaining to this investment (including, without
limitation, the Company Reports).
(iii) The Subscriber and/or the Subscriber's adviser(s) has/have
had a reasonable opportunity to ask questions and receive answers from a person
or persons acting on behalf of the Company concerning the offering of the
Preferred Shares and all such questions have been answered to the full
satisfaction of the Subscriber.
(iv) In making a decision to invest in the Preferred Shares, the
Subscriber has not relied on any information other than information contained in
the Company Reports and in this Agreement.
(v) The Subscriber is not subscribing for the Preferred Shares
as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by a person other than a representative of
the Company.
(vi) If the Subscriber is a natural person, the Subscriber has
reached the age of majority in the jurisdiction in which the Subscriber resides;
the Subscriber has adequate means of providing for the Subscriber's current
financial needs and contingencies, is able to bear the substantial economic
risks of an investment in the Preferred Shares for an indefinite period of time,
has no need for liquidity in such investment, and, at the present time, could
afford a complete loss of such investment.
(vii) The Subscriber has such knowledge and experience in
financial, tax and business matters so as to enable the Subscriber to utilize
the information made available to the Subscriber in connection with the offering
of the Preferred Shares to evaluate the merits and risks of an investment in the
Preferred Shares, and to make an informed investment decision with respect
thereto.
(viii) The Subscriber is not relying on the Company or any agent of
the Company with respect to any legal, tax or economic advice related to an
investment in the Preferred Shares.
(ix) The Subscriber will not sell or otherwise transfer the
Preferred Shares or the Common Shares without registration under the Act and
applicable state securities laws, or pursuant to an exemption therefrom. The
Preferred Shares and the Common Shares have not been registered under the Act or
under the securities laws of any state and, other than as provided in the
Registration Rights Agreement, the Company will be under no obligation to so
register the Common Shares or Preferred Shares. The Subscriber represents that
the Subscriber is purchasing the Preferred Shares for the Subscriber's own
account, for investment and not with a view to resale or distribution except in
compliance with the Act and applicable state securities laws.
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(x) The Subscriber recognizes that investment in the Preferred
Shares involves substantial risks, including the risk of loss of the entire
amount of such investment, and has taken full cognizance of and understands all
of the risks related to the purchase of the Preferred Shares.
(xi) The Subscriber's overall commitment to investments which are
not readily marketable is reasonable in relation to the Subscriber's net worth.
(b) The Subscriber is an "accredited investor" as that term is
defined in Rule 501(a) of Regulation D under the Act inasmuch as the Subscriber
meets the requirements of one or more of the subparagraphs in Section 9(g)
hereof as of the date of this Agreement, and if there is any change in such
status prior to the Closing Date, the Subscriber will immediately notify the
Company in writing.
(c) The Subscriber understands that the Preferred Shares are being
offered and sold in reliance on a transactional exemption from the registration
requirements of Federal and state securities laws and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgements and understandings of the Subscriber set forth in
this Agreement in order to determine the applicability of such exemptions and
the suitability of the Subscriber to acquire the Preferred Shares.
(d) The Subscriber is purchasing the Preferred Shares for its own
account and not with a view to distribution in violation of any securities laws.
The Subscriber has no present intention to sell the Preferred Shares and the
Subscriber has no present arrangement (whether or not legally binding) to sell
the Preferred Shares to or through any person or entity; PROVIDED, HOWEVER, that
by making the representations herein, the Subscriber does not agree to hold the
Preferred Shares for any minimum or other specific term and reserves the right
to dispose of the Preferred Shares at any time in accordance with Federal and
state securities laws applicable to such disposition.
(e) The Subscriber understands that there is no public trading market
for the Preferred Shares, that none is expected to develop, and that the
Preferred Shares and Common Shares must be held indefinitely unless such
Preferred Shares and Common Shares are registered under the Act or an exemption
from registration is available. The Subscriber has been advised or is aware of
the provisions of Rule 144 promulgated under the Act.
(f) The Subscriber hereby agrees to provide such information and to
execute and deliver such documents as the Company may deem reasonably
appropriate with regard to the Subscriber's suitability or otherwise in
connection with this Agreement.
(g) The execution, delivery and performance of this Agreement by the
Subscriber (i) will not constitute a default under or conflict with any
agreement or instrument to which the Subscriber is a party or by which it or its
assets are bound, (ii) will not conflict with or violate any order, judgment,
decree, statute, ordinance or regulation applicable to the
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Subscriber (including, without limitation, any applicable laws relating to
permissible legal investments) and (iii) does not require the consent of any
person or entity, other than those that will have been obtained prior to the
Closing Date. This Agreement has been duly authorized, executed and delivered
by the Subscriber and constitutes the valid and binding agreement of the
Subscriber enforceable against it in accordance with its terms.
(h) The Subscriber has not retained, or otherwise entered into any
agreement or understanding with, any broker or finder in connection with the
purchase of the Preferred Shares by the Subscriber, and the Company will not
incur any liability for any fee, commission or other compensation on account of
any such retention, agreement or understanding by the Subscriber.
(i) The Subscriber acknowledges that:
(i) In making an investment decision, the Subscriber has relied
on the Subscriber's own examination of the Company and the disclosure in the
Company Reports, including the merits and risks involved. The Preferred Shares
have not been recommended by any federal or state securities commission or
regulatory authority. Furthermore, the foregoing authorities have not confirmed
the accuracy or determined the adequacy of the Company Reports or this
Agreement.
(ii) The Subscriber, if executing this Agreement in a
representative or fiduciary capacity, has all requisite power and authority to
execute and deliver this Agreement in such capacity and on behalf of the
subscribing individual, xxxx, partnership, trust, estate, corporation, or other
entity for whom the Subscriber is executing this Agreement, and such individual,
xxxx, partnership, trust, estate, corporation, or other entity has all requisite
power and authority to enter into this Agreement and make an investment in the
Preferred Shares.
(iii) The representations, warranties, and agreements of the
Subscriber contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date as if made on and as of such date and
shall survive the execution and delivery of this Agreement and the purchase of
the Preferred Shares.
(iv) For as long as is required by applicable laws, the
certificate representing the Preferred Shares and the Common Shares shall bear a
legend in substantially the following form, together with any legend required by
applicable state laws, and the Subscriber shall not transfer any or all of the
Preferred Shares, the Common Shares or any interests therein, except in
accordance with the terms of such legends:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended
(the "Act") or applicable state securities laws, and may be
offered, sold or otherwise transferred only if so registered
under the Act and applicable state securities laws or if the
holder has delivered to the
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Company an opinion of counsel, which counsel and opinion shall be
reasonably satisfactory to the Company, that an exemption from such
registration is available."
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Subscriber as follows:
(a) The Company has been duly organized, is validly existing as a
corporation and is in good standing under the laws of its jurisdiction of
organization. The Company is duly qualified and in good standing in each
jurisdiction in which the character or location of its properties or the nature
or conduct of its business makes such qualification necessary, except where the
failure to be so qualified or in good standing would not, in the aggregate, have
a material adverse effect on the financial condition of the Company. The
Company has all requisite power and authority, and all material consents,
approvals, authorizations, orders, registrations, qualifications, licenses and
permits of and from all applicable public, regulatory or governmental agencies
and bodies, to own, lease and operate its properties and conduct its business as
now being conducted.
(b) At September 30, 1997, the capital stock of the Company was as
follows: (i) 80,000,000 shares of Common Stock and 10,000,000 shares of
preferred stock authorized, (ii) 45,664,427 shares of Common Stock issued and
outstanding and 420,000 shares of preferred stock issued and outstanding, and
(iii) 28,072,214 shares of Common Stock reserved for issuance upon conversion of
outstanding shares of preferred stock and exercise of 20,000,000 outstanding
options and warrants. Except as set forth above, there are no outstanding (i)
shares of capital stock of the Company, securities of the Company convertible
into or exchangeable for shares of capital stock or voting or other securities
of the Company, or (ii) options, warrants or other rights to acquire from the
Company, and no obligation of the Company to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company, except as provided in the Designation. There
are no outstanding obligations of the Company to repurchase, redeem or otherwise
acquire any securities of the Company. The Preferred Shares, when issued,
delivered and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and non-assessable and shall be free and clear of all
liens, claims and encumbrances other than those which may be caused by the
Subscriber.
(c) The Company has full corporate power and authority to enter into
this Agreement and the Registration Rights Agreement and to issue and sell the
Preferred Shares on the terms and conditions set forth herein. The execution
and delivery of this Agreement and the Registration Rights Agreement by the
Company and the consummation of the transactions contemplated hereby (i) have
been duly and validly authorized and approved by all necessary corporate action
on the part of the Company; (ii) will not constitute a default under or conflict
with (A) the Company's charter or bylaws or (B) any material agreement or other
instrument to which the Company is a party or by which the Company is bound;
(iii) will not conflict with
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or violate any order, judgment, decree, statute, ordinance or regulation
applicable to the Company; and (iv) does not require the consent of any person
or entity, other than those that will have been obtained prior to the Closing
Date.
(d) This Agreement and the Registration Rights Agreement have been
duly authorized, and when executed and delivered by the Company, will constitute
valid and binding obligations of the Company enforceable against it in
accordance with their respective terms.
(e) The Common Shares issuable upon conversion of the Preferred
Shares pursuant to the Designation are duly authorized and reserved for
issuance. Upon such conversion of the Preferred Shares by the holder in
accordance with the Designation, the Common Shares will be validly issued, fully
paid and non-assessable, free and clear of any and all liens, claims and
encumbrances. The outstanding Common Stock is currently listed on the NASDAQ
Small Cap Market.
(f) The Common Stock of the Company is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the Company has filed all reports and other documents required to be filed
by it with the Securities and Exchange Commission ("SEC") pursuant to the
reporting requirements of the Exchange Act.
(g) The Company has previously furnished the Subscriber with true and
complete copies of the Company Reports. As of their respective dates, the
Company Reports did not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading. Subsequent to September 30, 1997, and
except as disclosed in the Company Reports, there has not occurred any material
adverse change in the condition (financial or otherwise), results of operations
or business of the Company, other than the continuation of previously reported
losses and the decrease in working capital. The financial statements of the
Company included in the Company Reports have been prepared in accordance with
generally accepted accounting principles (except that such financial statements
included in the Company's Quarterly Reports on Form 10-Q do not contain all of
the information and footnotes required by GAAP).
(h) There is no action, suit or proceeding before or by any court or
governmental agency now pending, or to the knowledge of the Company threatened,
against the Company that would cause in a material adverse effect to the
condition (financial or otherwise), results of operations or business of the
Company or that would adversely affect the consummation of the transactions
contemplated by this Agreement.
(i) The Company has not retained, or otherwise entered into any
agreement or understanding with, any broker or finder in connection with the
purchase of Preferred Shares by the Subscriber, and the Subscriber will not
incur any liability for any fee, commission or other compensation on account of
any such retention, agreement or understanding by the Company.
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The representations, warranties and agreements of the Company
contained herein shall be true and correct in all material respects on and as of
the Closing Date as if made on and as of such date and shall survive the
execution and delivery of this Agreement and the sale of the Preferred Shares.
6. COVENANTS.
(a) Until such time as no Preferred Shares are outstanding or, if
earlier, until the Forced Conversion Date, the Company will cause the Common
Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange
Act, will comply in all material respects with its reporting and filing
obligations under the Exchange Act, and will not take any action or file any
document (whether or not permitted by the Exchange Act or the rules thereunder)
to terminate or suspend such reporting and filing obligations. Until such time
as no Preferred Shares are outstanding or, if earlier, until the Forced
Conversion Date, the Company shall, to the extent permitted by the rules of
NASDAQ, continue the listing or trading of the Common Stock on the NASDAQ
SmallCap Market or any exchange or other market on which the Common Stock is
then traded and comply in all material respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the applicable
exchange or market where the Common Stock is then traded. The Company shall
cause the Common Shares to be listed on the NASDAQ SmallCap Market or such other
market on which the Common Stock is then trading.
(b) The Company shall take all necessary action and proceedings as
may be reasonably required by applicable law, rule and regulation, for the legal
and valid issuance of the Preferred Shares hereunder and the Common Shares
issuable upon conversion thereof.
(c) The Company agrees to provide all holders of Preferred Shares
with copies of all notices and information, including without limitation notices
and proxy statements in connection with any meetings, that are provided to the
holders of shares of Common Stock, contemporaneously with the delivery of such
notices or information to such Common Stock holders.
(d) The Company agrees that the proceeds received by the Company from
the sale of the Preferred Shares hereunder shall be used for working capital
purposes.
(e) The Company shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the Preferred Shares, such number of Common Shares
as shall from time to time be sufficient to effect the conversion of all
outstanding Preferred Shares, and if at any time the number of authorized but
unissued Common Shares shall not be sufficient to effect the conversion of all
the then outstanding Preferred Shares, the Company will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.
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(f) Each Subscriber covenants and agrees that if such Subscriber
gives a Conversion Notice (as defined in the Designation) pursuant to Section
4(b)(i) under the Designation, then such Subscriber, during the three (3)
trading days prior to such Conversion Notice, shall not have sold long any
shares of Common Stock.
(g) Subscriber covenants and agrees that commencing ten (10) trading
days prior to providing the Company with a Conversion Notice (the "Covered
Period"), Subscriber will not engage in any short sales, loan any Common Shares
to another person, acquire a put option or grant a call option with respect to
any Common Shares owned by such Subscriber or its affiliates, or engage in any
other sales activity that could have any impact on the market price of the
Common Stock of the Company (a "PROHIBITED TRANSACTION"); provided that any sale
of Common Shares by the Subscriber in a privately negotiated transaction made in
accordance with the terms of this Subscription Agreement shall not be deemed to
be a Prohibited Transaction, so long as the acquirer of the Common Shares in any
such transaction agrees in writing with the Company to be bound by the
provisions of this Subscription Agreement. In addition, Subscriber shall not
encourage or assist any other person to enter into a Prohibited Transaction with
respect to the Common Stock during the Covered Period.
7. TERMINATION. This Agreement may be terminated by the Company or the
Subscriber, after 10 days' prior written notice to the other party, if the
Closing has not occurred by the Termination Date, provided that the failure to
so close was not the result of actions of the party seeking termination. In the
event of termination of this Agreement, the Purchase Price, together with any
accrued interest thereon, shall be returned to Subscriber within five business
days.
8. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable harm
would occur in the event that the provisions of this Agreement were not
performed by the parties, and that money damages are an inadequate remedy for
breach of this Agreement because of the difficulty of ascertaining the amount of
damage that would be suffered by the non-breaching party. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which such party is
entitled at law or in equity or otherwise; PROVIDED, HOWEVER, that such party
shall have complied with the provisions hereof.
9. MISCELLANEOUS.
(a) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to principles of
conflicts of law.
(b) In the event that any provision of this Agreement is invalid or
unenforceable under any applicable statute, rule of law or regulation, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified
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to conform with such statute, rule of law or regulation. Any provision hereof
which may prove invalid or unenforceable shall not affect the validity or
enforceability of any other provision hereof.
(c) Each party shall indemnify each other party against any loss,
expense or damages (including reasonable attorney's fees but excluding
consequential damages) incurred as a result of such parties' breach of any
representation, warranty, covenant or agreement in this Agreement.
(d) This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one instrument.
(e) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only by a writing executed by the Company and the Subscriber.
(f) All capitalized terms which are used but not otherwise defined
herein shall have the meanings given to such terms in the Designation.
(g) Subscriber represents and warrants to the Company that it is an
"accredited investor" as defined in Regulation D of the Act since it satisfies
at least one of the following categories (please check all that apply):
_____ A natural person who had individual income of more than $200,000 in
each of the most recent two years, or joint income with that person's
spouse in excess of $300,000 in each of the most recent two years and
who reasonably expects to reach that same income level for the current
year. For this purpose, "INDIVIDUAL INCOME" means adjusted gross
income, as reported for federal income tax purposes, less any income
attributable to a spouse or to property owned by a spouse, (A)
increased by the individuals share (and not a spouse's share) of: (i)
the amount of any tax exempt interest income received, (ii) amounts
contributed to an XXX or Xxxxx retirement plan, (iii) alimony paid,
and (iv) the excluded portion of any long-term capital gains, and (B)
adjusted, plus or minus, for any non-cash loss or gain, respectively,
reported for federal income;
_____ A natural person whose individual net worth is in excess of
$1,000,000. For this purpose, "NET WORTH" means the excess of
total assets at fair market value, including home and personal
property, over total liabilities, provided, however, for the
purpose of determining a person's net worth, the principal
residence owned by an individual shall be valued at cost,
including the cost of improvements, net of current encumbrances
upon the property or valued on the basis of a written appraisal
used by an institutional
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lender making a loan secured by the property. For the purposes of
this provision, "INSTITUTIONAL LENDER" means a bank, savings and loan
association, industrial loan company, credit union, personal property
broker or a company whose principal business is as a lender upon loans
secured by real property and which has such loans receivable in the
amount of $2,000,000 or more. Any person relying on the appraisal
value of a principal residence must deliver to the Company, at or
prior to the date of execution hereof, a copy of such appraisal;
_____ A trust, with total assets in excess of $5,000,000, which is not
formed for the purpose of acquiring the Preferred Shares and
whose purchase is directed by a person who has such knowledge and
experience in financial business matters that such person is
capable of evaluating the risks and merits of an investment in
the Preferred Shares;
_____ An organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, a corporation, a partnership,
or a Massachusetts or similar business trust, not formed for the
specific purpose of acquiring the Preferred Shares, with total
assets in excess of $5,000,000;
_____ A bank as defined in Section 3(a)(2) of the Act or a savings and
loan association or other institution as defined in Section
3(a)(5)(A) of the Act, whether acting in its individual or
fiduciary capacity; a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934; an insurance
company as defined in Section 2(13) of the Act; an investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of
the Investment Company Act of 1940; a small business investment
company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of
1958; a plan established and maintained by a state, its political
subdivisions, or an agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such
plan has total assets in excess of $5,000,000; or an employee
benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of the Employee
Retirement Income Security Act of 1974, which is either a bank,
savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total
assets in excess
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of $5,000,000 or, if the employee benefit plan is a self-directed
plan, the investment decision is made solely by persons which are
accredited investors;
_____ A private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
_____ A director, executive officer or general partner of the Company; or
_____ An entity in which all of the equity owners meet the requirements
of at least one of the above subparagraphs for accredited
investors.
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IN WITNESS WHEREOF, Subscriber and the Company have executed and dated
this Subscription Agreement as of the dates below.
COMMUNICATION INTELLIGENCE CORPORATION
By:
-------------------------------
Xxxxxx X. Xxxxxxxx
Chairman of the Executive Committee
INVESTOR:
INDIVIDUAL: ______________________________________
(please date below & Name:
complete Schedule I)
TRUST: Trust Name:
(please date below &
complete Schedule II)
By:___________________________________
Name & Title:
PARTNERSHIP: Partnership Name:
(please date below &
complete Schedule III)
By:______________________________________
Name & Title:
CORPORATION: Corporation Name:
(please date below &
complete Schedule IV)
By:___________________________________
Name & Title:
RETIREMENT PLAN Plan Name:
(please date below &
complete Schedule V)
By:___________________________________
Name & Title:
Dated: ____________________, 1997
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SCHEDULE I -- FOR INDIVIDUAL SUBSCRIBERS
PURCHASER'S LEGAL RESIDENCE:
________________________________________________________________________
________________________________________________________________________
MAILING ADDRESS (FOR PURPOSES OF NOTICE, ETC.):
________________________________________________________________________
________________________________________________________________________
CITIZENSHIP:
Subscriber is a citizen of the State of _______________________. Subscriber is
not a resident of any other jurisdiction.
TELEPHONE NUMBER:
____________________________________
Social Security Number:
____________________________________
SUBSCRIPTION AMOUNT:
___________ Preferred Shares X $25.00 = $_____________________ total purchase
price
Subscriber acknowledges that the Company will rely on the information
provided by Subscriber hereto in order to register the Common Shares and
otherwise comply with all applicable state and federal securities laws. Such
information shall be deemed to be representations by the Subscriber for purposes
of this Agreement.
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SCHEDULE II -- FOR TRUST SUBSCRIBERS
PURCHASER'S NAME:
________________________________________________________________________
ADDRESS:
________________________________________________________________________
________________________________________________________________________
MAILING ADDRESS (FOR PURPOSES OF NOTICE, ETC.):
________________________________________________________________________
________________________________________________________________________
TELEPHONE NUMBER: ______________________________
STATE OF FORMATION: DATE OF FORMATION:
______________________________ ______________________________
TAXPAYER IDENTIFICATION NUMBER: ____________________________________
SUBSCRIPTION AMOUNT:
___________ Preferred Shares X $25.00 = $_____________________ total purchase
price
Subscriber acknowledges that the Company will rely on the information
provided by Subscriber hereto in order to register the Common Shares and
otherwise comply with all applicable state and federal securities laws. Such
information shall be deemed to be representations by the Subscriber for purposes
of this Agreement.
-15-
SCHEDULE III -- FOR PARTNERSHIP SUBSCRIBERS
PURCHASER'S NAME:
________________________________________________________________________
PURCHASER'S PRINCIPAL PLACE OF BUSINESS:
________________________________________________________________________
________________________________________________________________________
MAILING ADDRESS (FOR PURPOSES OF NOTICE, ETC.):
________________________________________________________________________
________________________________________________________________________
TELEPHONE NUMBER: ______________________________
STATE OF FORMATION: DATE OF FORMATION:
______________________________ ______________________________
TAXPAYER IDENTIFICATION NUMBER: ____________________________________
NUMBER OF PARTNERS: ___________________
SUBSCRIPTION AMOUNT:
___________ Preferred Shares X $25.00 = $_____________________ total purchase
price
Subscriber acknowledges that the Company will rely on the information
provided by Subscriber hereto in order to register the Common Shares and
otherwise comply with all applicable state and federal securities laws. Such
information shall be deemed to be representations by the Subscriber for purposes
of this Agreement.
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SCHEDULE IV -- FOR CORPORATION SUBSCRIBERS
PURCHASER'S NAME:
_______________________________________________________________________________
PURCHASER'S PRINCIPAL PLACE OF BUSINESS:
_______________________________________________________________________________
_______________________________________________________________________________
EXECUTIVE OFFICES (IF DIFFERENT):
_______________________________________________________________________________
_______________________________________________________________________________
MAILING ADDRESS (FOR PURPOSES OF NOTICE, ETC.):
_______________________________________________________________________________
_______________________________________________________________________________
TELEPHONE NUMBER: _______________________________________
STATE AND DATE OF INCORPORATION: ______________________________
NUMBER OF SHAREHOLDERS: ________________
TAXPAYER IDENTIFICATION NUMBER: ____________________________________
SUBSCRIPTION AMOUNT:
___________ Preferred Shares X $25.00 = $_____________________ total purchase
price
Subscriber acknowledges that the Company will rely on the information
provided by Subscriber hereto in order to register the Common Shares and
otherwise comply with all applicable state and federal securities laws. Such
information shall be deemed to be representations by the Subscriber for purposes
of this Agreement.
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SCHEDULE V -- FOR RETIREMENT PLAN SUBSCRIBERS
PURCHASER'S NAME:
________________________________________________________________________
ADDRESS:
________________________________________________________________________
________________________________________________________________________
MAILING ADDRESS (FOR PURPOSES OF NOTICE, ETC.):
________________________________________________________________________
________________________________________________________________________
TELEPHONE NUMBER: ____________________________________
STATE OF FORMATION: ____________________________________
DATE OF FORMATION: ____________________________________
TAXPAYER IDENTIFICATION NUMBER: ____________________________________
SUBSCRIPTION AMOUNT:
___________ Preferred Shares X $25.00 = $_____________________ total purchase
price
Subscriber acknowledges that the Company will rely on the information
provided by Subscriber hereto in order to register the Common Shares and
otherwise comply with all applicable state and federal securities laws. Such
information shall be deemed to be representations by the Subscriber for purposes
of this Agreement.
-18-
