0000727634-10-000016 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2010, by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”) and the persons executing this Agreement as Investors (collectively, the “Investors” and each individually, an “Investor”).

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AMENDMENT NO. 3 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This AMENDMENT NO. 3 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment Agreement”), entered into as of July 22, 2010, to the Registration Rights Agreement dated as of June 5, 2008, as amended by Amendment No. 1 to the Registration Rights Agreement dated as of May 28, 2009 and Amendment No. 2 to the Registration Rights Agreement dated as of May 4, 2010 (collectively, as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Registration Rights Agreement”), by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the investors signatory thereto (each an “Existing Investor” and collectively, the “Existing Investors”).

INVESTOR RIGHTS AGREEMENT BY AND BETWEEN COMMUNICATION INTELLIGENCE CORPORATION AND PHOENIX VENTURE FUND LLC, SG PHOENIX LLC, MICHAEL ENGMANN, RONALD GOODMAN, KENDU PARTNERS COMPANY AND MDNH PARTNERS L.P. DATED AS OF AUGUST 5, 2010
Investor Rights Agreement • November 12th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • Delaware

This INVESTOR RIGHTS AGREEMENT, dated as of August 5, 2010 (this “Agreement”), is by and between Communication Intelligence Corporation, a Delaware corporation having an address at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 (the “Company”), and Phoenix Venture Fund LLC, a Delaware limited liability company having an address at 110 East 59th Street, Suite 1901, New York, New York 10022 (“Phoenix”), SG Phoenix LLC, a Delaware limited liability company having an address at 110 East 59th Street, Suite 1901, New York, New York 10022 (“SG Phoenix”), Michael Engmann, an individual having an address at 38 San Fernando Way, San Francisco, California 94127 (“Engmann”), Ronald Goodman, an individual having an address at 31 Tierra Verde Court, Walnut Creek, California 94598 (“Goodman”), Kendu Partners Company, a California limited partnership having an address at 220 Bush Street, Suite 950, San Francisco, California 94104 (“Kendu”) and MDNH Partners L.P., a California limited

AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of July 22, 2010 by and among COMMUNICATION INTELLIGENCE CORPORATION, as Borrower, LENDER PARTIES HERETO, and SG PHOENIX LLC, as Collateral Agent
Credit Agreement • November 12th, 2010 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This AMENDMENT NO. 3 TO CREDIT AGREEMENT is entered into as of July 22, 2010 (this “Amendment No. 3”) by and among COMMUNICATION INTELLIGENCE CORPORATION, a Delaware corporation having an address at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065 (together with its successors, the “Borrower”), and PHOENIX VENTURE FUND LLC, a Delaware limited liability company having an address at 110 East 59th Street, Suite 1901, New York, New York 10022 (“Phoenix” or the “Majority Lender”), and SG PHOENIX LLC, as collateral agent (the “Collateral Agent”). The Majority Lender, Additional Lenders, the Existing Lenders and those lenders providing loans to the Borrower pursuant to this Amendment No. 2 are herein collectively referred to as the “Lenders”.

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