EX-99.1 2 ex_gamend.htm EXHIBIT G - AMENDMENT DATED FEBRUARY 14, 2012 TO INVESTOR RIGHTS AGREEMENT DECEMBER 31, 2010 BY AND AMONG THE ISSUER, PHOENIX AND THE OTHER ENTITIES LISTED THEREIN ex_gamend.htm
EXHIBIT G
 
Phoenix Group




February 14, 2012


Michael Engmann
38 San Fernando Way
San Francisco, California 94127
 
Community Intelligence Corporation
275 Shoreline Drive, Suite 500
Redwood Shores, California 94065
Ronald Goodman Estate
31 Tierra Verde Court
Walnut Creek, California 94598
 
SG Phoenix LLC
110 East 59th Street, Suite 1901
New York, New York 10022
Kendu Partners Company
c/o Engmann Options
220 Bush Street, Suite 950
San Francisco, California 94104
 
MDNH Partners L.P.
c/o Engmann Options
220 Bush Street, Suite 950
San Francisco, California 94104
   
Re:
Investor Rights Agreement by and between Communication Intelligence Corporation and Phoenix Venture Fund LLC, SG Phoenix LLC, Michael Engmann, Ronald Goodman Estate, Kendu Partners Company and MDNH Partners L.P. dated as of August 5, 2010 (the “Agreement”)


Ladies and Gentlemen:

Reference is hereby made to the Agreement.  All capitalized terms used herein, which are not defined shall have the meaning assigned to those terms in the Agreement.

This letter will serve to confirm our agreement that, effective as of the date hereof, Sections 2.1(b), 2.2 and 2.3 of the Agreement shall not apply to, and have no further force or effect on, Engmann, Goodman, Kendu and MDNH.

Except as expressly provided herein, the Agreement shall remain in full force and effect in accordance with its respective terms and is hereby ratified and confirmed in all respects.

110 East 59th Street | Suite 1901 | New York | NY 10022 | USA | 212 759 1909 t | 212 319 4970 f
 
 
 
February 14, 2012 Private and Confidential
Page

EXHIBIT G

This letter may be executed in any number of counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument.  Delivery of an executed counterpart of this letter by telefacsimile or other electronic means shall be equally effective as delivery of a manually executed counterpart.

If the foregoing is acceptable to you, please execute this letter in the space provided below for your signature.
 

 
PHOENIX VENTURE FUND LLC
By: SG Phoenix Ventures LLC, its Managing Member
 
 
 
By: /s/ Andrea Goren                            
Name: Andrea Goren
Title: Member
Accepted and Agreed:
  
COMMUNICATION INTELLIGENCE CORP
 
 
By: /s/ Craig Hutchison      
Name: Craig Hutchison
Title: Assistant Vice President
SG PHOENIX LLC
 
 
By: /s/ Andrea Goren                          
Name: Andrea Goren
Title: Member
 
KENDU PARTNERS COMPANY
 
 
By: /s/ Michael Engmann     
Name: Michael Engmann
Title: General Partner
 
MDNH PARTNERS L.P.
 
 
By: /s/ Michael Engmann                 
Name: Michael Engmann
Title: General Partner
 
 
 
         /s/ Michael Engmann      
Michael Engmann
 
RONALD GOODMAN ESTATE
 
 
BY: /s/ Janet Goodman      
Janet Goodman

 
 
 
 
 
 
 
 
110 East 59th Street | Suite 1901 | New York | NY 10022 | USA | 212 759 1909 t | 212 319 4970 f