0000727634-07-000001 Sample Contracts

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 5, 2007 by and among COMMUNICATION INTELLIGENCE CORPORATION and THE PURCHASERS LISTED ON EXHIBIT A
Note and Warrant Purchase Agreement • February 9th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of February 5, 2007 (this “Agreement”) by and between Communication Intelligence Corporation, a Delaware corporation (the “Company”), and each of the purchasers of the promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Warrant Agreement • February 9th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

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

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 9th, 2007 • Communication Intelligence Corp • Computer peripheral equipment, nec • California

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

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