EACH INVESTOR TO PURCHASE SECURITIES
PURSUANT TO THIS AGREEMENT HAS BEEN MADE BY SUCH INVESTOR INDEPENDENTLY OF ANY
OTHER
38
INVESTOR AND INDEPENDENTLY OF ANY INFORMATION, MATERIALS, STATEMENTS OR OPINIONS
AS TO THE BUSINESS, AFFAIRS, OPERATIONS, ASSETS, PROPERTIES, LIABILITIES,
RESULTS OF OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE
COMPANY WHICH MAY HAVE BEEN MADE OR GIVEN BY ANY OTHER INVESTOR OR BY ANY AGENT
OR EMPLOYEE OF ANY OTHER INVESTOR, AND NO INVESTOR OR ANY OF ITS AGENTS OR
EMPLOYEES SHALL HAVE ANY LIABILITY TO ANY OTHER INVESTOR (OR ANY OTHER PERSON)
RELATING TO OR ARISING FROM ANY SUCH INFORMATION, MATERIALS, STATEMENTS OR
OPINIONS.
NOTHING CONTAINED HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO
ACTION TAKEN BY ANY INVESTOR PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE
INVESTORS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF
ENTITY, OR CREATE A PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN
CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENT.
EACH INVESTOR ACKNOWLEDGES THAT NO
OTHER INVESTOR HAS ACTED AS AGENT FOR SUCH INVESTOR IN CONNECTION WITH MAKING
ITS INVESTMENT HEREUNDER AND THAT NO OTHER INVESTOR WILL BE ACTING AS AGENT OF
SUCH INVESTOR IN CONNECTION WITH MONITORING ITS INVESTMENT HEREUNDER.
EACH
INVESTOR SHALL BE ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS,
INCLUDING WITHOUT LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF
THE OTHER TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER
INVESTOR TO BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE.
[SIGNATURE PAGES TO FOLLOW]
39
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
COMMUNICATION INTELLIGENCE CORPORATION
By:
/s/ Guido D. DiGregario
Name: Guido D. DiGregorio
Title: Chief Executive Officer and President
Address for Notice:
275 Shoreline Drive, #500
Redwood Shores, California 94065
Facsimile No.: (650) 802-7777
Telephone No.: (650) 802-7888
Attn: Frank Dane
With a copy to:
Davis Wright Tremaine LLP
1300 SW Fifth Avenue, Suite 2300
Portland, Oregon 97201
Facsimile:
(503) 778-5299
Telephone:
(503) 778-5214
Attn: Michael C. Philips, Esq.
COMPANY SIGNATURE PAGE
Investor Signature Page
By its execution and delivery of this signature page, the undersigned Investor
hereby joins in and agrees to be bound by the terms and conditions of the
Securities Purchase Agreement dated as of August 24, 2007 (the "Purchase
Agreement") by and among Communication Intelligence Corporation and the
Investors (as defined therein), as to the number of shares of Common Stock set
forth below, and authorizes this signature page to be attached to the Purchase
Agreement or counterparts thereof.
Name of Investor:
Phoenix Venture Fund LLC
By: SG Phoenix Ventures LLC,
its Managing Member
By:
/s/ Andrea Goren
Name: Andrea Goren
Title: Member
Address:
110 East 59th Street, Suite 1901
New York, New York 10022
Telephone No.: (212) 759-1909 x 201