BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY OF THE CONFLICTS OF LAW PRINCIPLES WHICH WOULD RESULT IN
THE APPLICATION OF THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.
THIS AGREEMENT
SHALL NOT BE INTERPRETED OR CONSTRUED WITH ANY PRESUMPTION AGAINST THE PARTY
CAUSING THIS AGREEMENT TO BE DRAFTED.
SECTION 7.10
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE PURCHASERS SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND
THE CLOSING UNTIL THE SECOND ANNIVERSARY OF THE CLOSING DATE, EXCEPT THE
AGREEMENTS AND COVENANTS SET FORTH IN ARTICLES I, III, V, VI AND VII OF THIS
AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THE CLOSING
HEREUNDER.
28
SECTION 7.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY
EACH PARTY AND DELIVERED TO THE OTHER PARTIES HERETO, IT BEING UNDERSTOOD THAT
ALL PARTIES NEED NOT SIGN THE SAME COUNTERPART.
SECTION 7.12
PUBLICITY.
THE COMPANY AGREES THAT IT WILL NOT DISCLOSE,
AND WILL NOT INCLUDE IN ANY PUBLIC ANNOUNCEMENT, THE NAMES OF THE PURCHASERS
WITHOUT THE CONSENT OF THE PURCHASERS, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED, OR UNLESS AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW,
RULE OR APPLICABLE REGULATION, INCLUDING WITHOUT LIMITATION ANY DISCLOSURE
PURSUANT TO A REGISTRATION STATEMENT REGISTERING THE CONVERSION SHARES AND THE
WARRANT SHARES, AND THEN ONLY TO THE EXTENT OF SUCH REQUIREMENT.
SECTION 7.13
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE
SEVERABLE AND, IN THE EVENT THAT ANY COURT OF COMPETENT JURISDICTION SHALL
DETERMINE THAT ANY ONE OR MORE OF THE PROVISIONS OR PART OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT SHALL, FOR ANY REASON, BE HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OR PART OF A PROVISION OF
THIS AGREEMENT AND THIS AGREEMENT SHALL BE REFORMED AND CONSTRUED AS IF SUCH
INVALID OR ILLEGAL OR UNENFORCEABLE PROVISION, OR PART OF SUCH PROVISION, HAD
NEVER BEEN CONTAINED HEREIN, SO THAT SUCH PROVISIONS WOULD BE VALID, LEGAL AND
ENFORCEABLE TO THE MAXIMUM EXTENT POSSIBLE.
SECTION 7.14
FURTHER ASSURANCES.
FROM AND AFTER THE DATE OF THIS
AGREEMENT, UPON THE REQUEST OF THE PURCHASERS OR THE COMPANY, THE COMPANY AND
EACH PURCHASER SHALL EXECUTE AND DELIVER SUCH INSTRUMENTS, DOCUMENTS AND OTHER
WRITINGS AS MAY BE REASONABLY NECESSARY OR DESIRABLE TO CONFIRM AND CARRY OUT
AND TO EFFECTUATE FULLY THE INTENT AND PURPOSES OF THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS.
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29
IN WITNESS WHEREOF, the parties hereto have caused this Note and Warrant
Purchase Agreement to be duly executed by their respective authorized officers
as of the date first above written.
COMMUNICATION INTELLIGENCE CORPORATION
By:
/s/ Frank Dane
Name:
Frank Dane
Title:
Chief Financial and Legal Officer
PURCHASER:
By:
/s/
Name:
Title:
EXHIBIT A
LIST OF