0001104659-11-000327 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2011 • Phoenix Venture Fund LLC • Computer peripheral equipment, nec • New York

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

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SECURITIES PURCHASE AGREEMENT BETWEEN COMMUNICATION INTELLIGENCE CORPORATION, PHOENIX VENTURE FUND LLC AND THE INVESTORS SIGNATORY HERETO DATED AS OF DECEMBER 9, 2010
Securities Purchase Agreement • January 5th, 2011 • Phoenix Venture Fund LLC • Computer peripheral equipment, nec • New York

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

JOINT FILING AGREEMENT
Joint Filing Agreement • January 5th, 2011 • Phoenix Venture Fund LLC • Computer peripheral equipment, nec

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.

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