form_commonstockwarrant.htm


    EXHIBIT
4.26

    NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE
COMPANY, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.  THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
SECURITIES.

     

    COMMUNICATION
INTELLIGENCE CORPORATION

     

    [FORM
OF] COMMON STOCK PURCHASE WARRANT

     

    Warrant
No.
_____________                                                                                                        Dated:  May
28, 2009

     

    Communication
Intelligence Corporation, a Delaware corporation (the “Company”), hereby certifies
that, for value received, _____________________, or its registered assigns (the
“Holder”), is entitled
to purchase from the Company up to a total of ________________ shares of common
stock, $0.01 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an
exercise price equal to $0.06 (as adjusted from time to time as provided in
Section 9, the
“Exercise Price”), (i)
with respect to [INSERT NUMBER OF SHARES FROM JUNE 5, 2008 WARRANT, IF
APPLICABLE] shares, at any time from the date hereof, and (ii) with respect to
all other shares Holder is entitled to purchase under this Warrant other than
those specified in (i) above, at any time from June 30, 2009 and through and
including June 30, 2012 (the “Expiration Date”), and subject
to the following terms and conditions.  This Warrant (this “Warrant”) is one of a series
of similar warrants (collectively, the “Warrants”) issued pursuant to
that certain Credit Agreement, dated as of June 5, 2008, by and among the
Company, the Lenders party thereto and SG Phoenix LLC, as Collateral Agent, as
amended by Amendment No. 1 to the Credit Agreement, dated as of May 28, 2009
(collectively, as the same may be further amended, modified, supplemented or
amended and restated from time to time, the “Credit
Agreement”).

     

    1. Definitions

     

    .  In
addition to the terms defined elsewhere in this Warrant, capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the
Credit Agreement.

     

    2. Registration of
Warrant

     

    .  The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”), in the
name of the record Holder hereof from time to time.  The Company may
deem and treat the registered Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    3. Registration of
Transfers

     

    .  The
Company shall register the transfer of any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment
attached hereto as Annex A duly
completed and signed, to the transfer agent or to the Company at its address
specified herein.  Upon any such registration or transfer, a new
warrant to purchase Common Stock, in substantially the form of this Warrant (any
such new warrant, a “New
Warrant”), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Holder.  The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and
obligations of a holder of a Warrant.

     

    4. Exercise and Duration of
Warrants.

     

    (a) This
Warrant shall be exercisable by the registered Holder (i) with respect to
[INSERT NUMBER OF SHARES FROM JUNE 5, 2008 WARRANT, IF APPLICABLE] shares, at
any time from the date hereof, and (ii) with respect to all other shares Holder
is entitled to purchase under this Warrant other than those specified in (i)
above, at any time from June 30, 2009 and through and including the Expiration
Date.  At 6:30 p.m. New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value; provided
that, if on the Expiration Date, there is no effective Registration
Statement covering the resale of the Warrant Shares, then this Warrant shall be
deemed to have been exercised in full (to the extent not previously exercised)
on a “cashless exercise” basis at 6:30 p.m. New York City time on the Expiration
Date.  The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.

     

    5. Delivery of Warrant
Shares.

     

    (a) Other
than as may be required in connection with registration of a transfer of this
Warrant, the Holder shall not be required to physically surrender this Warrant
unless this Warrant is being exercised in full.  To effect exercises
hereunder, the Holder shall duly execute and deliver to the Company at its
address for notice set forth herein (or to such other address as the Company may
designate by notice in writing to the Holder), an Exercise Notice in the form of
Annex B hereto,
along with the Warrant Share Exercise Log in the form of Annex C hereto, and
shall pay the Exercise Price, if applicable, multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder.  The Company
shall promptly (but in no event later than three Trading Days after the Date of
Exercise (as defined herein)) issue or cause to be issued and cause to be
delivered to or upon the written order of the Holder a certificate for the
Warrant Shares issuable upon such exercise.  The Company shall, upon
request of the Holder, and subsequent to the date on which a Registration
Statement covering the resale of the Warrant Shares has been declared effective
by the SEC, use commercially reasonable efforts to deliver Warrant Shares
hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions.  A
“Date of Exercise” for
purposes of this Warrant, means the date on which the Holder shall have
delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log
attached to it), appropriately completed and duly signed and (ii) if such Holder
is not utilizing the cashless exercise provisions set forth in this Warrant,
payment of the Exercise Price for the number of Warrant Shares so indicated by
the Holder to be purchased.  If by the 

     

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

       

      third
Trading Day after the Date of Exercise, the Company fails to deliver the
required number of Warrant Shares, the Holder will have the right to rescind the
exercise.  If by the third Trading Day after a Date of Exercise, the
Company fails to deliver the required number of Warrant Shares, and if after
such third Trading Day and prior to the receipt of such Warrant Shares, the
Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company
shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue by (B) the closing bid price of the
Common Stock on the exercise date and (ii) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored or deliver to the Holder the number of
shares of Warrant Shares that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder.  The
Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy In.

    

     

    (b) In the
event that a Holder surrenders this Warrant following one or more partial
exercises, the Company shall, provided that the applicable
number of Warrant Shares related to each such partial exercise has been
delivered pursuant to Section 5(a), cancel
such surrendered Warrant and issue or cause to be issued to the Holder, at the
Company’s expense, a New Warrant evidencing the right to purchase the remaining
number of Warrant Shares.

     

    (c) The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares.  Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.

     

    6. Charges, Taxes and
Expenses

     

    .  Issuance
and delivery of certificates for Warrant Shares upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax,
withholding tax, transfer agent fee or other incidental tax or expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder.  The Holder shall
be responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

    

     

    7. Replacement of
Warrant

     

    .  If
this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity (which shall not
include a surety bond), if requested.  Applicants for a New Warrant
under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as
the Company may prescribe.  If a New Warrant is requested as a result
of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to
issue the New Warrant.

     

    8. Reservation of Warrant
Shares.

     

    (a) The
Company covenants that it will at all times reserve and keep available out of
the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares that
are then issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other contingent purchase rights of persons other
than the Holder (after giving effect to the adjustments and restrictions of
Section 9, if
any).  The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized,
issued and fully paid and non-assessable.  The Company will take all
such action as may be necessary to assure that such shares of Common Stock may
be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated
quotation system upon which the Common Stock may be listed.  The
Company will notify its transfer agent for the Common Stock of the reservation
of shares of Common Stock as required under this provision.

     

    (b) Insufficient Authorized
Shares.  If at any time after June 30, 2009, and prior to the
Expiration Date, the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon exercise of this Warrant and Warrants of like tenor at least a
number of shares of Common Stock as shall from time to time be necessary to
effect the exercise of all of the Warrants of like tenor then outstanding (an
“Authorized Share
Failure”), then the Company shall promptly take all action necessary to
increase the Company's authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the required amount for the Warrants of like
tenor then outstanding.  Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of
an Authorized Share Failure, but in no event later than ninety (90) days after
the occurrence of such Authorized Share Failure, the Company shall hold a
meeting of its stockholders for the approval of an increase in the number of
authorized shares of Common Stock.  In connection with such meeting,
the Company shall provide each stockholder with a proxy statement and shall use
commercially reasonable efforts to solicit its stockholders' approval of such
increase in authorized shares of Common Stock and to cause its board of
directors to recommend to the stockholders that they approve such
proposal.

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

    

     

    9. Certain
Adjustments

     

    .  The
Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section
9.

     

    (a) Stock Dividends and
Splits.  If at any time while this Warrant is outstanding, the
number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock or by a split-up of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares
issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares and the then applicable Exercise Price shall be
correspondingly decreased, each in accordance with Section
9(h).

     

    (b) Change in Option Price or
Conversion Rate.  If, at any time after the date hereof, (1)
the purchase price or exercise price provided for in any warrants or other
rights to subscribe for or to purchase, or any options for the purchase of,
Common Stock or any stock or security convertible into or exchangeable for
Common Stock that are outstanding as of the date hereof (such warrants, rights
or options being called “Options” and such convertible
or exchangeable stock or securities being called “Convertible Securities”)
issued by the Corporation is reduced, (2) the number of shares into which the
Option is exercisable is increased, (3) the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities is
increased (if such consideration is payable to the holder of the Convertible
Securities) or decreased (if such consideration is payable by the holder of the
Convertible Securities), or (4) the rate at which Convertible Securities are
convertible into or exchangeable for Common Stock is increased or the conversion
price is decreased (including, but not limited to, such increases or decreases,
as applicable, under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such event shall
forthwith be readjusted to the Exercise Price which would have been in effect at
such time had such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or conversion rate, as
the case may be, at the time initially granted, issued or sold.

     

    (c) Aggregation of
Shares.  If at any time while this Warrant is outstanding, the
number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar
event, then, upon the effective date of such consolidation, combination or
reclassification, the number of shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares and the
then applicable Exercise Price shall be correspondingly increased.

     

    (d) Replacement of Securities
Upon Reorganization, etc.  If at any time while this Warrant is
outstanding (1) the Company effects any merger or consolidation of the Company
with or into another Person, (2) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (3)
any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company
effects any capital reorganization or reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (each, a
“Fundamental
Transaction”), then, as a condition of such Fundamental Transaction,
lawful and 

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

       

      fair
provision shall be made whereby the Holder of the Warrant shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, such shares of stock, securities, or
assets as may be issued or payable with respect to or in exchange for the number
of outstanding shares of such Common Stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented by the Warrants, had such Fundamental Transaction not
taken place and in such event appropriate provision shall be made with respect
to the rights and interests of the Holder of the Warrant to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of shares purchasable upon the exercise of
the Warrants) shall thereafter be applicable, as nearly as may be in relation to
any share of stock, securities, or assets thereafter deliverable upon the
exercise hereof.  The Company shall not effect any such Fundamental
Transaction unless prior to the consummation thereof the successor corporation
(if other than the Company) resulting from such Fundamental Transaction, or the
corporation purchasing such assets in a Fundamental Transaction, shall assume by
written instrument executed and delivered to the Holders of the Warrants the
obligation to deliver to the Holders of the Warrant such shares of stock,
securities, or assets as, in accordance with the foregoing provisions, such
Holders may be entitled to purchase.  Notwithstanding the foregoing,
in the event of any Fundamental Transaction, other than a Fundamental
Transaction in which a successor entity of the Company that is a publicly traded
corporation whose stock is quoted or listed for trading on a Trading Market (as
defined in the Registration Rights Agreement, dated as of June 5, 2008, by and
among the Company and the investors signatory thereto, as amended by Amendment
No. 1 to the Registration Rights Agreement (collectively, as the same may be
further amended, modified, supplemented or amended and restated from time to
time, the “Registration Rights
Agreement”)) assumes this Warrant such that the Warrant shall thereafter
be exercisable for the publicly traded common stock of such successor entity,
then, at the written request of the Holder, if and only if such request is
delivered by notice in writing to the Company within 30 Business Days following
the effective date of the Fundamental Transaction, the Company (or the successor
entity) shall purchase this Warrant from the Holder by paying to the Holder,
within five Business Days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount per Warrant Share equal
to the greater of (A) the Black Scholes value of the remaining unexercised
portion of this Warrant on the date of such request or (B) the Transaction Value
per share of Common Stock outstanding. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms requiring any
such successor or surviving entity to comply with the provisions of this Section
9(d) and insuring that the Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

    

     

    “Transaction Value” shall mean
the value on the effective date of the Fundamental Transaction of the net
pre-tax proceeds received or receivable by common stockholders of the Company in
the Fundamental Transaction.  Any proceeds not constituting cash shall
be valued at their fair market value (as determined in good faith by the
Company's Board of Directors after reasonable prior notice of the proposed
determination to the Holder, and an opportunity for the Holder to discuss the
proposed determination with the Company).

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

    

     

    (e) Number of Warrant
Shares.  Simultaneously with any adjustment to the Exercise
Price pursuant to this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

     

    (f) Calculations.  All
calculations under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a share, as
applicable.  The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered an issue or
sale of Common Stock.

     

    (g) Notice of
Adjustments.  Upon the occurrence of each adjustment pursuant
to this Section
9, the Company at its expense will promptly compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment, including a statement of the adjusted Exercise Price and
adjusted number or type of Warrant Shares or other securities, cash or property
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based.  Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Company’s transfer agent.

     

    (h) Notice of Corporate
Events.  If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common
Stock, including without limitation any granting of rights or warrants to
subscribe for or purchase any capital stock of the Company or any Subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company,
then the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction, at least ten Business Days prior to
the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to insure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.

     

    (i) Rights Upon Distribution Of
Assets.  If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to Holders of
shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive such Distribution and such record date shall be deemed to be the
date of such Distribution (the “Record Date”), then, in each
such case:

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

    

     

    (A)           any
Exercise Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record date, to a price determined by multiplying such
Exercise Price by a fraction of which (I) the numerator shall be the closing bid
price of the shares of Common Stock on the Trading Day immediately preceding
such record date minus the fair market value of the Distribution (as determined
in good faith by the Company's Board of Directors) applicable to one share of
Common Stock, and (II) the denominator shall be the closing bid price of the
shares of Common Stock on the Trading Day immediately preceding such record
date; and

     

    (B)           the
number of Warrant Shares shall be increased to a number of shares equal to the
number of shares of Common Stock obtainable immediately prior to the close of
business on the record date fixed for the determination of holders of shares of
Common Stock entitled to receive the Distribution multiplied by the reciprocal
of the fraction set forth in the immediately preceding paragraph (A); provided that in the event
that the Distribution is of shares of Common Stock (or common stock) (“Other Shares of Common Stock”)
of a company whose common shares are traded on a national securities exchange or
a national automated quotation system, then the Holder may elect to receive a
warrant to purchase Other Shares of Common Stock in lieu of an increase in the
number of Warrant Shares, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the number of shares
of Other Shares of Common Stock that would have been payable to the Holder
pursuant to the Distribution had the Holder exercised this Warrant immediately
prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately
preceding paragraph (A) and the number of Warrant Shares calculated in
accordance with the first part of this paragraph (B).

     

    (j) Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or sale of Common Stock for the purpose of this Section
9.

     

    10. Payment of Exercise
Price

     

    .  The
Holder shall pay the Exercise Price in immediately available funds; provided, however, the Holder, in its
sole discretion, may also satisfy its obligation to pay the Exercise Price
through one of the following means:

     

    (a) A
“cashless exercise,” in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows:

     

    X = Y [(A-B)/A]

     

    where:

     

    
      	
               
      

            	
              X =
      the number of Warrant Shares to be issued to the
  Holder.

            


    

     

    
      	
               
      

            	
              Y =
      the number of Warrant Shares with respect to which this Warrant is being
      exercised.

            


    

     

    
      
        
        

      

      
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        EXHIBIT 4.26

      

    

     

    
      	
               
      

            	
              A =
      the average of the Closing Prices for the five Trading Days immediately
      prior to (but not including) the Exercise
Date.

            


    

     

    
      	
               
      

            	
              B =
      the Exercise Price.

            


    

     

    For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued.

     

    (b) Reduction
in the amount of its Loan as evidenced by any Note or Additional Note in an
amount equal to the Exercise Price multiplied by the number of Warrant Shares to
be issued to the Holder, up to the unpaid outstanding obligations under such
Note or Additional Note.  To the extent that the Exercise Price
multiplied by the number of Warrant Shares to be issued to the Holder exceeds
the outstanding obligations under such Note or Additional Note, the holder may
pay such excess by any other means permitted hereunder.  In the event
that the Holder chooses to exercise all or part of this Warrant pursuant to this
paragraph, the Holder shall deliver the Note or Additional Note, as the case may
be, to the Company and, the Company shall, upon such exercise, issue to or at
the direction of the Holder, a new Note or Additional Note, as the case may be,
that reflects such reduced principal amount (provided that, if such
reduced principal amount is zero, no such new Note or Additional Note shall be
issued).

     

    11. Fractional
Shares

     

    .  The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant.  If any fraction of a Warrant
Share would, except for the provisions of this Section, be issuable upon
exercise of this Warrant, the number of Warrant Shares to be issued will be
rounded up to the nearest whole share.

     

    12. Notices

     

    .  Any
and all notices or other communications or deliveries hereunder (including
without limitation any Exercise Notice) shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in the Credit Agreement prior to 6:30 p.m. (New York City time) on a
Trading Day, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in the Credit Agreement on a day that is not a Trading Day or later
than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices or communications
shall be as set forth in the Credit Agreement or at such other address as the
Holder shall notify the Company.

     

    13. Registration Rights
Agreement

     

    .  The
Warrant Shares for which this Warrant is exercisable are entitled to the
benefits and subject to the limitations of the Registration Rights Agreement,
which include registration rights for the Warrant Shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    14. Warrant
Agent

     

    .  The
Company shall serve as warrant agent under this Warrant.  Upon 10
days’ notice to the Holder, the Company may appoint a new warrant
agent.  Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act.  Any such successor
warrant agent shall promptly cause notice of its succession as warrant agent to
be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.

     

    15. Miscellaneous.

     

    (a) Subject
to the restrictions on transfer set forth herein, this Warrant and the
registration rights set forth in the Registration Rights Agreement may be
assigned by the Holder in whole or in part.  This Warrant may not be
assigned by the Company except to a successor in the event of a sale of all or
substantially all of the Company’s assets or a merger or acquisition of the
Company.  This Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and
assigns.  Subject to the preceding sentences, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this
Warrant.  This Warrant may be amended only in writing signed by the
Company and the Holder and their successors and assigns.

     

    (b) The
Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be reasonably necessary or appropriate in order
to protect the rights of the Holder against impairment.  Without
limiting the generality of the foregoing, the Company (i) will not increase the
par value of any Warrant Shares above the amount payable therefor on such
exercise, (ii) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable Warrant Shares on the exercise of this Warrant, and (iii)
will not close its stockholder books or records in any manner which interferes
with the timely exercise of this Warrant.

     

    (c) GOVERNING LAW; VENUE; WAIVER
OF JURY TRIAL.  ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        EXHIBIT 4.26

      

       

      NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL
SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION
OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR
OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY
ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  THE
COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

    

     

    (d) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     

    (e) In case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     

    (f) Prior to
exercise of this Warrant, the Holder hereof shall not, by reason of being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,

     

    SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

     

                    COMMUNICATION
INTELLIGENCE CORPORATION

    


                                                                                    

    
       

      
        	
                 By:

              	 
	
                 

                Name:

              	 
	
                 

                Title: 

              	 


      

       

    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    ANNEX
A

     

    FORM
OF ASSIGNMENT

     

    [To be
completed and signed only upon transfer of Warrant]

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the within Warrant to
purchase  ____________ shares of Common Stock of Communication
Intelligence Corporation to which the within Warrant relates and appoints
________________ attorney to transfer said right on the books of Communication
Intelligence Corporation with full power of substitution in the
premises.

     

    


    


    Dated:         
     ,                      

     

    


     

    


     

    
      	 


    

                                (Signature
must conform in all respects to name of holder

       as specified on the face of
the Warrant)

    


    


     

    
      	 


    

     

      
Address of Transferee

     

    
      	
               

            
	
               

               

            


    

     

    


    


    


    In the
presence of:

    


     

    
      	 


    

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    ANNEX
B

     

    FORM
OF EXERCISE NOTICE

     

    [To be
executed by the Holder to exercise the right to purchase shares of Common Stock
under the foregoing Warrant]

     

    To:  COMMUNICATION
INTELLIGENCE CORPORATION

     

    The
undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by
Communication Intelligence Corporation, a Delaware corporation (the “Company”).  Capitalized
terms used herein and not otherwise defined have the respective meanings set
forth in the Warrant.

     

    
      	
              1.

            	
              The
      Warrant is currently exercisable to purchase a total of ______________
      Warrant Shares.

            


    

     

    
      	
              2.

            	
              The
      undersigned Holder hereby exercises its right to purchase
      _________________ Warrant Shares pursuant to the
  Warrant.

            


    

     

    
      	
              3.

            	
              The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

            


    

     

    ____                      “Cash
Exercise” under Section
10

     

    ____                      “Cashless
Exercise” under Section
10

     

    ____                      Reduction
in Note or Additional Note under Section
10(b)

     

    
      	
              4.

            	
              If
      the Holder has elected a Cash Exercise, the Holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the
      Warrant.

            


    

     

    
      	
               
      

            	
              If
      the Holder has elected a reduction in a Note or Additional Note, Holder
      shall deliver Note(s) or Additional Note(s) in the aggregate principal
      amount of $________________ to the Company in accordance with the terms of
      the Warrant.  Please reduce the aggregate principal amount of
      such Note(s) or Additional Note(s) in the amount of $____________ and
      issue a new Note or Additional Note to Holder (or in accordance with
      Holder’s instructions provided herewith) in the amount of the
      difference.  To the extent that the difference is zero, no such
      Note or Additional Note shall be issued.  To the extent that the
      difference is a negative amount, Holder intends that the payment of such
      amount shall be made as a (check one): ______ “Cash Exercise” under Section 10 or a
      ____ “Cashless Exercise” under Section
      10(a).  If Cash Exercise is checked, Holder shall pay the
      sum of $_____________ to the Company in accordance with the terms of the
      Warrant.

            


    

     

    
      	
              5.

            	
              Pursuant
      to this exercise, the Company shall deliver to the Holder _______________
      Warrant Shares in accordance with the terms of the
  Warrant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    
      	
              6.

            	
              Following
      this exercise, the Warrant shall be exercisable to purchase a total of
      ______________ Warrant Shares.

            


    

     

    


    Dated:                                ,           Name of Holder:

    


    (Print)                      

    


    By:                                                                

    Name:                      

    Title:                      

    


    (Signature
must conform in all respects to name of holder as specified on the face of the
Warrant)

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        EXHIBIT 4.26

      

    

     

    ANNEX
C

     

    WARRANT
SHARES EXERCISE LOG

     

    


     

    
      	
              DATE

            	
              NUMBER
      OF WARRANT SHARES AVAILABLE TO BE EXERCISED

            	
              NUMBER
      OF WARRANT SHARES EXERCISED

            	
              NUMBER
      OF WARRANT SHARES REMAINING TO BE EXERCISED