COMMUNICATION INTELLIGENCE CORP (Form: 10-K, Received: 03/31/2014 17:18:39)

Exhibit Number	Document
3.1	Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 to the Company's Registration Statement on Form 10 (File No. 000-19301).
3.2	Certificate of Amendment to the Company's Certificate of Incorporation (authorizing the reclassification of the Class A Common Stock and Class B Common Stock into one class of Common Stock) filed with the Delaware Secretary of State on November 1, 1991, incorporated herein by reference to Exhibit 3 to Amendment 1 on Form 8 to the Company's Form 8-A (File No. 000-19301).
3.3	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State June 12, 1998, incorporated herein by reference to Exhibit 10.24 to the Company’s 1998 Form 10-K filed on April 6, 1999.
3.4	By-laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form 10 (File No. 000-19301).
3.5	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State January 24, 2001, incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.6	Certificate of Elimination of the Company’s Certificate of Designation of the Series A Preferred Stock filed with the Delaware Secretary of State August 17, 2001, incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.7	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State August 17, 2007, incorporated herein by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.8	Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on May 18, 1995, incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.9	Certificate of Designations, Powers, Preferences and Rights of the Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on June 4, 2008, incorporated herein by reference to Exhibit 4.23 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.10	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2008, incorporated herein by reference to Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.11	Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
3.12	Certificate of Elimination of the Company’s Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 30, 2008, incorporated herein by reference to Exhibit 3.12 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
3.13	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2009, incorporated herein by reference to Exhibit 3.13 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
3.14	Amendment No. 1 to By-laws dated June 17, 2010, incorporated herein by reference to Exhibit 3.14 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010.

Exhibit Number	Document
3.15	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.16	Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.17	Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.17to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.18	Certificate of Amendment to Amended And Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.18 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.19	Second Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.19 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.20	Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.20 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.21	Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.21 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.22	Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed March 31, 2011.
3.23	Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed March 31, 2011.
3.24	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on October 22, 2012.
*3.25	Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012.
*3.26	Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012.
*3.27	Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012.
*3.28	Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012.
3.29	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 10, 2013, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on November 1, 2013.
*3.30	Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2013
†4.10	1999 Stock Option Plan, as amended, incorporated herein by reference to Exhibit 4.2 to the Company's Form S-8 filed on September 19, 2008.
4.11	Form of Convertible Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.3 to the Company's Form 8-K filed on November 3, 2004.
4.12	Form of Warrant issued by the Company, incorporated herein by reference to Exhibit 10.4 to the Company's Form 8-K filed on November 3, 2004.
4.13	Form of Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.36 to the Company's Form 8-K filed on August 12, 2006.

Exhibit Number	Document
4.14	Form of Warrant issued by the Company, incorporated herein by reference to Exhibit 10.37 to the Company's Form 8-K filed on August 12, 2006.
4.15	Form of Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 8-K filed on February 9, 2007.
4.16	Form of Warrant issued by the Company, incorporated herein by reference to Exhibit 10.37 to the Company’s Form 8-K filed on February 9, 2007.
4.17	Form of Promissory Note issued by the Company, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 8-K filed on June 20, 2007.
4.18	Form of Warrant issued the Company, incorporated herein by reference to Exhibit 10.37 to the Company’s Form 8-K filed on June 20, 2007.
4.19	Form of Common Stock Purchase Warrant issued by the Company, incorporated herein by reference to Exhibit 4.19 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.20	Form of Additional Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.20 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.21	Form of Secured Promissory Note issued by the Company dated June 5, 2008, incorporated herein by reference to Exhibit 4.21 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.22	Form of Additional Secured Promissory Note, incorporated herein by reference to Exhibit 4.22 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
4.23	Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 4.23 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
4.24	Form of Secured Promissory Note issued by the Company dated May 28, 2009, incorporated herein by reference to Exhibit 4.24 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
4.25	Form of Additional Secured Promissory Note, incorporated herein by reference to Exhibit 4.25 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
4.26	Form of Common Stock Purchase Warrant issued by the Company, incorporated herein by reference to Exhibit 4.26 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
4.27	Form of Additional Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.27 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
††10.19	Software Development and License Agreement dated December 4, 1998 between Ericsson Mobile Communications AB and the Company incorporated herein by reference to Exhibit 10.26 of the Company's 1998 Form 10-K (File No. 0-19301).
10.24	Form of Note and Warrant Purchase Agreement dated October 28, 2004, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 3, 2004.
10.25	Form of Registration Rights Agreement dated October 28, 2004, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed on November 3, 2004.
10.26	Form of Note and Warrant Purchase Agreement dated August 10, 2006, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on August 12, 2006.
10.26	Form of Note and Warrant Purchase Agreement dated August 10, 2006, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on August 12, 2006.
10.27	Form of Registration Rights Agreement dated August 10, 2006, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.35 to the Company's Form 8-K filed on August 12, 2006.

Exhibit Number	Document
†††10.28	Amendment dated May 31, 2005 to the License agreement dated December 22, 2000 between the Company and eCom Asia Pacific, Ltd., incorporated by reference to Exhibit 10.26 of the Company’s Form 10-K/A filed on September 15, 2005.
†††10.29	License agreement dated June 2, 2005 between the Company and SnapOn Credit LLC, incorporated herein by reference to Exhibit 10.27 of the Company’s Form 10-K/A filed on September 15, 2005.
†10.30	Amendment to employment agreement with Guido DiGregorio, incorporated herein by reference to the Company's Form 8-K filed on September 21, 2005.
†10.31	Amendment to employment agreement with Francis V. Dane, incorporated herein by reference to the Company's Form 8-K filed on September 21, 2005.
†10.32	Form of stock option agreement dated August 31, 2005 with Russell L. Davis, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
†10.33	Form of stock option agreement dated December 19, 2005 with Guido DiGregorio, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
†10.34	Form of stock option agreement dated August 31, 2005 with Francis V. Dane, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
†10.35	Form of stock option agreement dated August 31, 2005 with C. B. Sung, incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K/A filed on September 15, 2006.
10.36	Form of Note and Warrant Purchase Agreement dated February 5, 2007, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on February 5, 2007.
10.37	Form of Registration Rights Agreement dated February 5, 2007, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.35 to the Company's Form 8-K filed on February 5, 2007.
10.38	Amendment to the Note and Warrant Purchase Agreement dated February 5, 2007, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 99.1 to the Company's Form 8-K filed on March 15, 2007.
10.39	Form of Note and Warrant Purchase Agreement dated June 15, 2007, by and among the Company and the Purchasers identified therein, incorporated herein by reference to Exhibit 10.34 to the Company's Form 8-K filed on June 15, 2007.
10.40	Form of Registration Rights Agreement dated June 15, 2007, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.35 to the Company's Form 8-K filed on June 15, 2007.
10.41	Form of Securities Purchase and Registration Rights Agreement dated August 24, 2007, by and among the Company and Phoenix Venture Fund LLC, incorporated herein by reference to Exhibit 10.36 to the Company's Form 8-K filed on August 27, 2007.
†10.42	Consulting Agreement dated January 9, 2008 between the Company and GS Meyer & Associates LLC - Incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on March 12, 2007.
10.43	Credit Agreement dated June 5, 2008, by and among the Company and the Lenders Party Hereto and SG Phoenix as Collateral Agent, incorporated herein by reference to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.44	Pledge and Security Agreement dated June 5, 2008, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.42 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.44	Securities Purchase Agreement dated June 5, 2008, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
10.45	Registration Rights Agreement dated June 5, 2008, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.

Exhibit Number	Document
10.46	Amendment No. 1 to Credit Agreement dated May 28, 2009, by and among the Company, the Lenders and Additional Lenders Parties Hereto and SG Phoenix as Collateral Agent, incorporated herein by reference to Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
10.47	Amendment No. 1 to Registration Rights Agreement dated May 28, 2009, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
10.48	Salary Reduction Plan for Executive Officers of Communication Intelligence Corporation under Amendment No. 1 to Credit Agreement dated May 28, 2009, incorporated herein by reference to Exhibit 10.48 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
10.53	Amendment No. 3 to Credit Agreement dated July 22, 2010, by and among the Company, the Lenders and Additional Lenders Parties Hereto and SG Phoenix as Collateral Agent, incorporated herein by reference to Exhibit 10.53 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.54	Amendment No. 3 to Registration Rights Agreement dated July 22, 2010, by and among the Company and the parties identified therein, incorporated herein by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.55	Registration Rights Agreement dated August 5, 2010, by and among the Company and the Persons Executing the Agreement as Investors, incorporated herein by reference to Exhibit 10.55 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.56	Investor Rights Agreement dated August 5, 2010, by and among the Company and Phoenix Venture Fund LLC, SG Phoenix LLC, Michael Engmann, Ronald Goodman, Kendu Partners Company and MDNH Partners L.P., incorporated herein by reference to Exhibit 10.56 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
10.57	Securities Purchase Agreement dated December 9, 2010, by and among the Company, Phoenix Venture Fund LLC, and the Investors signatory thereto, incorporated herein by reference to Exhibit 10.57 to the Company’s Current Report on Form 8-K filed on December 9, 2010.
10.58	Registration Rights Agreement dated December 31, 2010, by and among the Company and the Persons Executing the Agreement as Investors, incorporated herein by reference to Exhibit 10.58 to the Company’s Current Report on Form 8-K filed on January 6, 2011.
10.59	Form of Subscription Agreement dated March 31, 2011, by and among the Company and the Person Executing the Agreement as Subscribers, incorporated herein by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed on April 4, 2011.
10.60	Amendment No. 1 to Registration Rights Agreement dated March 31, 2011, by and among the Company and the Persons Executing the Agreement as Required Holders, incorporated herein by reference to Exhibit 10.62 to the Company’s Current Report on Form 8-K filed on April 4, 2011.
10.61	Note and Warrant Purchase Agreement dated September 20, 2011, incorporated herein by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2011.
10.62	Note and Warrant Purchase Agreement dated December 2, 2011, incorporated herein by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K filed on March 30, 2012.
10.63	Note and Warrant Purchase Agreement dated April 23, 2012, incorporated herein by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2012.
10.64	Form of Subscription Agreement dated September 14, 2012, incorporated herein by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012..
10.65	Form of Unsecured Convertible Promissory Note dated September 14, 2012, incorporated herein by reference to Exhibit 10.65 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012.
10.66	Form of Subscription Agreement dated May 17, 2013, incorporated herein by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2013.
*10.67	Form of Subscription Agreement dated December 31, 2013.
14.1	Code of Ethics, incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on March 30, 2004.

Exhibit Number	Document
*21.1	Schedule of Subsidiaries.
*23.1	Consent of PMB Helin Donovan, LLP, Independent Registered Public Accounting Firm.
*31.1	Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certificate of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certification of Chief Executive Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of Chief Financial Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 3.28

CERTIFICATE OF DESIGNATION

SERIES D CONVERTIBLE PREFERRED STOCK

COMMUNICATION INTELLIGENCE CORPORATION

Pursuant to Section 151 of the

Delaware General Corporation Law

The undersigned, William Keiper, hereby certifies that:

I. He is the duly elected and acting President of Communication Intelligence Corporation, a Delaware corporation (the “ Company ”).

II. The Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) authorizes Thirty-six Million (36,000,000) shares of preferred stock, par value $0.01 per share.

III. The following is a true and correct copy of the resolutions duly adopted by written consent of the Board of Directors of the Company (the “ Board of Directors ”) dated September 12, 2012, which constituted all requisite actions on the part of the Company with respect to the authorization of the filing of this Certificate of Designation (this “ Certificate of Designation ”).

RESOLUTIONS

WHEREAS, the Board of Directors is authorized to provide for the issuance of shares of preferred stock in one or more series by filing a certificate pursuant to Article Fourth of the Certificate of Incorporation and the applicable law of the State of Delaware, and to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and the relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, of the shares of each such series; and

WHEREAS, the Board of Directors desires, pursuant to its authority as aforesaid, to designate a new series of preferred stock, set the number of shares constituting such series and fix the rights, powers, preferences, privileges and the qualifications, limitations and restrictions of such series.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby designates a new series of preferred stock and the number of shares constituting such series and fixes the rights, powers, preferences, privileges and the qualifications, limitations and restrictions relating to such series as follows:

EXHIBIT 3.28

1. Designation and Number . The shares of such series may be issued in one or more series. The shares of such series shall be designated as either (i) Series D-1 Convertible Preferred Stock with a par value of $0.01 per share (the “ Series D-1 Preferred Stock ”), which shall consist of Three Million (3,000,000) shares, or (ii) Series D-1 Convertible Preferred Stock with a par value of $0.01 per share (the “ Series D-2 Preferred Stock ”), which shall consist of Eight Million (8,000,000). References to the “ Series D Preferred Stock ” shall collectively refer to both the Series D-1 Preferred Stock and the Series D-2 Preferred Stock.

2. Board of Directors . So long as at least 1,609,766 (i.e., 20% of the originally issued) shares of Series B Preferred Stock remain outstanding, (i) the number of directors of the Company shall be set at five (5), except as otherwise agreed to by Phoenix and the Required Holders; and (ii) Phoenix shall be entitled to nominate two (2) individuals to serve as directors and the Required Holders shall be entitled to nominate one (1) individual to serve as a director. So long as at least 1,609,766 (i.e., 20% of the originally issued) shares of Series B Preferred Stock remain outstanding, at each meeting of the Company stockholders held for the election of directors, or upon the taking of a written consent of stockholders for such purpose: (a) the Required Holders shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the two (2) individuals designated by Phoenix and the one (1) individual designated by the Required Holders, who shall be independent under applicable Nasdaq and SEC rules, to serve on the Board of Directors (collectively, the “ Preferred Directors ”), and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (the “ Remaining Directors ”). Any Preferred Director elected pursuant to this Section 2 may be removed at any time without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holders who designated or nominated such director. The Remaining Directors may be removed at any time without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, voting together as a single class on an as-converted to Common Stock basis. Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any Preferred Director shall only be filled by the holders of Series B Preferred Stock and Series C Preferred Stock who designated or nominated such director. The Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board of Directors or any committee thereof. For purposes hereof, “originally issued” means all of the shares of Series B Preferred Stock issued on August 5, 2010.

3. Dividends . (a) For so long as shares of Series D Preferred Stock are outstanding, the holders of each share of the Series D Preferred Stock in preference to all other holders of capital stock of the Company, including the holders of shares of Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, Common Stock and any other junior stock, shall be entitled, from and after the date of issuance of such share, to receive, and shall be paid quarterly in arrears on the last day of each calendar quarter (beginning on December 31, 2012) in cash out of funds legally available therefor, cumulative dividends which shall accrue regardless of whether they are declared by the Board, of an amount equal to 10.00% per share (as adjusted for any stock dividends, stock splits, combinations, recapitalizations, reclassifications or other similar events involving a change with respect to the Series D

EXHIBIT 3.28

Preferred Stock) per annum with respect to each share of the Series D Preferred Stock; provided , however , that such dividend may, at the option of the Company, be paid to the holders of Series D Preferred Stock in shares of Series D Preferred Stock in the amount of such dividend on a one (1) share of Series D Preferred Stock per one dollar ($1.00) basis (as adjusted for any stock issuances, stock dividends, stock splits, combinations, recapitalizations, reclassifications or other similar events involving a change with respect to the Conversion Price of the Series D Preferred Stock). After full payment to holders of Series D Preferred Stock of the dividends described above, the Company may make dividend payments to holders of Series C Preferred Stock in accordance with the provisions of the Amended and Restated Certificate of Designation (Series C), Series B Preferred Stock in accordance with the provisions of the Second Amended and Restated Certificate of Designation (Series B) and Series A-1 Preferred Stock in accordance with the provisions of the Third Amended and Restated Certificate of Designation (Series A-1), but, in each case, only the extent required pursuant to the terms thereof.

(b) In case the Company shall at any time, or from time to time, declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Company or any of its subsidiaries by way of a dividend, distribution or spin-off) on its Common Stock, other than a distribution made in compliance with the provisions of Section 4 , the holders of the Series D Preferred Stock shall be entitled, in addition to any cumulative dividends to which the Series D Preferred Stock may be entitled under Section 3(a) above, to receive from the Company with respect to each share of Series D Preferred Stock held, any dividend or distribution that would be received by a holder of the number of shares (including fractional shares) of Common Stock into which such Series D Preferred Stock is convertible on the record date for such dividend or distribution, with fractional shares of Common Stock deemed to be entitled to the corresponding fraction of any dividend or distribution that would be received by a whole share. Provided that such dividend or distribution has been made to the holders of Series D Preferred Stock, any such dividend or distribution shall be declared, ordered, paid and made at the same time such dividend or distribution is declared, ordered, paid and made on the Common Stock. No dividend or distribution shall be declared, ordered, paid or made on the Common Stock unless the dividend or distribution on the Series D Preferred Stock provided for by this paragraph shall be declared, ordered, paid or made at the same time.

(c) The Board of Directors may fix a record date for the determination of holders of shares of Common Stock or the Series D Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty (60) days and no less than ten (10) days prior to the date fixed for the payment thereof.

4. Liquidation, Dissolution or Winding Up .

(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (each, a “ Liquidation Event ”), the holders of shares of Series D Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, on a preferred basis prior and in preference to any distribution to any other holders of capital stock of the Company, including the holders of Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, Common Stock or any other junior stock of the Company, an amount per

EXHIBIT 3.28

share of Series D Preferred Stock equal to the Original Issue Price (as adjusted for any stock splits, combinations, recapitalizations, reclassifications or other similar events involving a change with respect to the Series D Preferred Stock), plus any accrued but unpaid dividends on the Series D Preferred Stock. If upon any such Liquidation Event, the remaining assets of the Company available for distribution to the Company’s stockholders shall be insufficient to pay the holders of shares of the Series D Preferred Stock the full amount to which they shall be entitled pursuant to this Section 4(a) , the holders of shares of Series D Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Company in proportion to the respective amounts which would otherwise be payable in respect of such shares of Series D Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(b) After the payment of all preferential amounts required to be paid pursuant to Section 4(a) , if assets and funds remain in the Company, they shall be distributed to the holders of Series C Preferred Stock pursuant to the Amended and Restated Certificate of Designation (Series C), then to Series B Preferred Stock pursuant to the Second Amended and Restated Certificate of Designation (Series B), and then to holders of Series A-1 Preferred Stock (unless the holders of Series A-1 Preferred elects to receive any distributions under Section 4 on an as-converted to Common Stock basis pursuant to Section 4(a) of the Third Amended and Restated Certificate of Designation (Series A-1)) and any other class of stock junior thereto, other than Common Stock with respect to any liquidation preference payable to such holders.

(c) After the payment of all preferential amounts required to be paid pursuant to Section 4(a) , and Section 4(b) , if assets and funds remain in the Company, they shall be distributed ratably, on an as-converted to Common Stock basis, to the holders of Common Stock, the holders of Series A-1 Preferred Stock who have so elected to receive distributions on an as-converted to Common Stock basis pursuant to Section 4(a) of the Third Amended and Restated Certificate of Designation (Series A-1), the holders of Series B Preferred Stock and the holders of Series C Preferred Stock.

(d) If the amount to be distributed to the holders of Series D Preferred Stock upon any Liquidation Event shall be other than cash, the fair market value of the property, rights, or securities distributed to such holders shall be mutually agreed by the Company and the Required Series D Holders; provided, however, that if such mutual agreement cannot be reached, such fair market value shall be determined by following the procedures set forth in the definition of Appraisal Procedure. The holders of shares of Series D Preferred Stock shall share ratably in any distribution pursuant to this Section 4 , whether in cash, amounts other than cash or a combination of both.

(e) The Company shall mail written notice of a Liquidation Event to each holder of record of Series D Preferred Stock at least thirty (30) days prior to the date for payment or distribution to stockholders stated in the Company’s notice.

EXHIBIT 3.28

(f) A sale, lease, conveyance, exclusive license or disposition of all or a significant portion of the capital stock or assets of the Company or a merger, consolidation, share exchange, reorganization or other transaction or series of related transactions (whether involving the Company or a subsidiary thereof) in which the Company’s stockholders immediately prior to such transaction do not retain a majority of the voting power in the surviving entity (a “ Transaction ”), shall be deemed to be a Liquidation Event, unless the holders representing a majority of the then outstanding shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock, each voting separately as a class, elect, by a vote or written consent that such Transaction shall not be treated as a Liquidation Event with respect to such applicable series; provided , however , that each holder of Series D Preferred Stock shall have the right to elect the conversion benefits of the provisions of Section 6(a) or other applicable conversion provisions in lieu of receiving payment in a Liquidation Event; and provided , further , that shares of the surviving entity held by holders of the capital stock of the Company acquired by means other than the Transaction shall not be used in determining if the shareholders of the Company own a majority of the voting power of the surviving entity, but shall be used for determining the total outstanding voting power of such entity.

5. Voting . Each holder of Series D-1 Preferred Stock and Series D-2 Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock held by such holder are convertible on the record date for the vote on such matter (as adjusted from time to time pursuant to Section 6 hereof and without regard as to whether sufficient shares of Common Stock are available out of the Company's authorized but unissued stock, for the purpose of effecting the conversion of the Series D Preferred Stock) at each meeting of stockholders of the Company (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or consideration. Holders of Series D Preferred Stock shall be entitled to notice of any meeting of stockholders and, except as otherwise provided herein or otherwise required by law or the Certificate of Incorporation, as amended (including any certificate of designation), vote together with the holders of Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (on an as-converted basis) as a single class.

6. Conversion . The holders of the Series D Preferred Stock shall have conversion rights as follows (the “ Conversion Rights ”):

(a) Right to Convert

. Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (i) the sum of (a) the Original Issue Price plus (b) all accrued and unpaid dividends thereon by (ii) the Conversion Price (as defined below) in effect at the time of conversion. The “ Conversion Price ” shall initially be equal to $0.0225 per share and $0.05 per share with respect to Series D-1 Preferred Shares and Series D-2 Preferred Shares, respectively, and the rate at which shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment as provided in Section 6(e) below.

EXHIBIT 3.28

(b) Automatic Conversion . Each share of Series D-1 Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such shares immediately upon (i) the date specified by written consent or agreement of the holders representing a majority of the then outstanding shares of Series D-1 Preferred Stock, or (ii) the date specified by written consent or agreement of the Required Series B Holders to automatically convert the Series B Preferred Stock. Each share of Series D-2 Preferred Stock shall be automatically converted into shares of Common Stock at the Conversion Price at the time in effect for such shares immediately upon (i) the date specified by written consent or agreement of the holders representing a majority of the then outstanding shares of Series D-2 Preferred Stock, or (ii) the date specified by written consent or agreement of the Required Series B Holders to automatically convert the Series B Preferred Stock.

(c) Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of the Series D Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Conversion Price.

(d) Mechanics of Conversion .

(i) Except pursuant to an automatic conversion under Section 6(b) , in order for a holder of Series D Preferred Stock to convert shares of Series D Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series D Preferred Stock at the office of the transfer agent for the Series D Preferred Stock (or at the principal office of the Company if the Company serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series D Preferred Stock represented by such certificate or certificates. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing. The date of receipt of such certificates and notice by the transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion date (the “ Conversion Date ”). The Company shall, as soon as practicable (but no later than five (5) business days) after the Conversion Date, issue and deliver at such office to such holder of Series D Preferred Stock, or to his or its nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share. On the Conversion Date, each holder of record of shares of Series D Preferred Stock surrendered for conversion shall be deemed to be the holder of record of the Common Stock issuable upon conversion of such Series D Preferred Stock, notwithstanding that the certificates representing such shares of Series D Preferred Stock shall not have been surrendered at the office of the Company or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

(ii) The Company shall at all times when the Series D Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series D Preferred Stock, such number of its duly

EXHIBIT 3.28

authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series D Preferred Stock. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price, as applicable.

(iii) Upon any such conversion, no adjustment to the Conversion Price shall be made for any accrued but unpaid dividends on the Series D Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion (but such dividends shall be reflected in the calculation of the number of shares of Common Stock issuable upon such conversion in accordance with Section 6(a) ).

(iv) All shares of Series D Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared but unpaid on the Series D Preferred Stock. Any shares of Series D Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Company (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series D Preferred Stock accordingly.

(v) The Company shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series D Preferred Stock pursuant to this Section 6 . The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series D Preferred Stock so converted were registered.

(e) Conversion Price Adjustments . The Conversion Price of each of the series of the Series D Preferred Stock shall be subject to adjustment from time to time as follows:

(i) Adjustment for Certain Dilutive Issuances . (A) If the Company shall at any time, or from time to time, after the Issue Date, issue any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price in effect with respect to such series immediately prior to the issuance of such Additional Stock, the Conversion Price in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted in accordance with the following formula:

CP 2 = (CP 1 * (A+B)) / (A+C)

CP 2 = Series D Conversion Price in effect immediately after new issue

CP 1 = Series D Conversion Price in effect immediately prior to new issue

EXHIBIT 3.28

Number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all outstanding shares of Common Stock, all outstanding shares of preferred stock on an as-converted basis, and all outstanding options, warrants and other securities convertible into or exchangeable for shares of Common Stock on an as-exercised basis; and does not include any convertible securities converting into this round of financing)

Aggregate consideration received by the Company with respect to the new issue divided by CP 1

C = Number of shares of stock issued in the subject transaction

provided, however , that notwithstanding the foregoing, CP2 shall in no event be (A) lower than the average closing price of the Common Stock on a national securities exchange or quotation system (which on the date of determination constitutes the principal trading market for the shares of Common Stock) for the twenty (20) consecutive trading days immediately prior to the issuance of the Additional Stock and if such Common Stock is not publicly traded, the market price as determined in good faith by the Board of Directors (the “ Market Price ”) or (B) greater than CP1. For the avoidance of doubt, if after applying the formula above CP2 is lower than the Market Price, then CP2 shall be equal to the Market Price, unless the Market Price is greater than CP1, in which case CP2 shall be equal to CP1.

(B) No adjustment of the Conversion Price shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections (E)(3) and (4) , no adjustment of such Conversion Price pursuant to this subsection 6(e)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment; provided, however , that notwithstanding the foregoing, no increase to the Conversion Price caused by subsections (E)(3) and (4) shall result in the Conversion Price exceeding $0.0225 and $0.05 for the Series D-1 Preferred Stock and the Series D-2 Preferred Stock, respectively.

(C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of Common Stock for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment.

(E) In the case of the issuance (whether before, on or after the applicable Issue Date) of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this subsection 6(e)(i) :

EXHIBIT 3.28

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 6(e)(i)(C) and (D) ), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 6(e)(i)(C) and (D) ).

(3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 6(e)(i)(E)(1) and

EXHIBIT 3.28

(2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 6(e)(i)(E)(3) or (4) .

(ii) “ Additional Stock ” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 6(e)(i)(E )) by the Company after the Issue Date other than:

(A) shares of Common Stock issued pursuant to a transaction described in subsection 6(e)(iii) hereof;

(B) shares of Common Stock issued upon the conversion of any warrant or option outstanding on the date hereof;

(C) shares of Common Stock issuable or issued to employees, consultants, officers, or directors of the Company directly or pursuant to a stock option plan, restricted stock plan, stock incentive plan or other employee benefit plan existing on the Issue Date or otherwise approved by the Board of Directors of the Company (including a majority of the Preferred Directors);

(D) shares of Common Stock issued upon conversion of shares of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock; or

(E) securities issued as a dividend or distribution on Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock in accordance with the terms of this Certificate of Designation.

(iii) Adjustment for Stock Splits and Combinations

. If the Company shall at any time or from time to time after the Issue Date effect a subdivision of the outstanding shares of Common Stock, the Conversion Price in effect with respect to such series immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Issue Date combine the outstanding shares of Common Stock, the Conversion Price in effect with respect to such series immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(iv) Adjustment for Certain Dividends and Distributions

. In the event the Company at any time or from time to time after the Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Conversion Price in effect with respect to such series immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price, as applicable, then in effect by a fraction:

(A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

EXHIBIT 3.28

(B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however , that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions; and provided further , however , that no such adjustment shall be made if the holders of Series D Preferred Stock simultaneously receive (i) a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series D Preferred Stock had been converted into Common Stock on the date of such event or (ii) a dividend or other distribution of shares of Series D Preferred Stock which are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

(v) Adjustment for Reclassification, Exchange, or Substitution . If the Common Stock issuable upon the conversion of the Series D Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for below), then and in each such event the holder of each such share of Series D Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable, upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Series D Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.

(vi) Adjustment for Merger or Reorganization, etc . If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company, other than as provided in Section 4(f) , in which the Common Stock (but not the Series D Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transactions covered by subsections 6(e)(iii) , (iv) and (v) ), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series D Preferred Stock shall be convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of Series D Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 6 with respect to the rights and interests thereafter of the holders of the Series D Preferred Stock

EXHIBIT 3.28

to the end that the provisions set forth in this Section 6 (including provisions with respect to changes in and other adjustments of the Conversion Price, as applicable) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series D Preferred Stock.

(vii) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 6 , the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series D Preferred Stock, if any, a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series D Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of any holder of Series D Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Series D Preferred Stock.

(viii) Notice of Record Date . In the event:

(A) that the Company issues or plans to issue any shares of Common Stock;

(B) that the Company declares a dividend (or any other distribution) on its Common Stock payable in Common Stock or other securities of the Company;

(D) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation or merger of the Company into or with another Person, or of the sale of all or substantially all of the assets of the Company; or

(E) of a Liquidation Event;

then the Company shall cause to be filed at its principal office or at the office of the transfer agent of the Series D Preferred Stock, and shall cause to be mailed to the holders of the Series D Preferred Stock at their last addresses as shown on the records of the Company or such transfer agent, at least ten (10) days prior to the date specified in (A) below or twenty days before the date specified in (B) below, a notice stating

(A) the record date of such issuance, dividend, distribution, subdivision or combination, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such issuance, dividend, distribution, subdivision or combination are to be determined, or

EXHIBIT 3.28

(B) the date on which such reclassification, consolidation, merger, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolution or winding up.

7. Protective Provisions . So long as 20% of the originally issued shares of Series D Preferred Stock are outstanding, in addition to any other vote or approval required under the Company’s Certificate of Incorporation or By-laws, the Company will not, and will not permit any Subsidiary to, without the written consent of the Required Series D Holders, either directly or indirectly, by amendment, reclassification, merger, consolidation, reorganization or otherwise:

(a) liquidate, dissolve or wind-up the business and affairs of the Company or any Subsidiary, or effect any Transaction or consent to any of the foregoing;

(b) amend, alter, or repeal any provision of the Certificate of Incorporation or By-laws of the Company;

(c) authorize, create, designate or issue any equity securities or securities convertible into equity securities with equal or superior rights, preferences or privileges to those of the Series D Preferred Stock (including without limitation, debt that is convertible into capital stock and redeemable preferred stock that is not treated as Common Stock for tax purposes) or, issue any shares of Common Stock or securities convertible into or exercisable (directly or indirectly) for Common Stock if at such time (or after giving affect to such issuance) the Company does not have sufficient shares of Common Stock available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series D Preferred Stock into Common Stock and the exercise and conversion of all other securities convertible or exercisable (directly or indirectly) for Common Stock;

(d) increase or decrease the number of authorized shares of Series D Preferred Stock or of any additional class or series of capital stock;

(e) reclassify, alter or amend any existing security that is junior to or on parity with the Series D Preferred Stock;

(f) purchase or redeem, or declare or pay any dividends on, any capital stock or securities convertible or exchangeable into shares of capital stock, other than dividends required to be paid pursuant to the terms of this Certificate of Designation, the Amended and Restated Certificate of Designation (Series C) or the Second Amended and Restated Certificate of Designation (Series B) or the Third Amended and Restated Certificate of Designation (Series A-1);

(g) incur any indebtedness, including capital leases, other than trade payables incurred in the ordinary course of business;

(h) create or hold capital stock in any Subsidiary that is not a wholly-owned Subsidiary of the Company or dispose of any Subsidiary stock or all or a significant portion of any Subsidiary assets;

EXHIBIT 3.28

(i) increase or decrease the size of the Board of Directors of the Company;

(j) make any material alteration to the Company’s business plan; or

(k) unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors, authorize or adopt any stock option plan, restricted stock plan, stock incentive plan or other employee benefit plan or increase the number of shares of Common Stock issuable under any such plan.

For purposes hereof, originally issued means all of the shares of Series D Preferred Stock issued in accordance with the terms of Purchase Agreement on the Issue Date.

8. Preemptive Rights

. The holders of the Series D Preferred Stock shall have no preemptive rights.

9. Redemptions

. The holders of the Series D Preferred Stock shall have no redemption rights.

10. Definitions . The following terms shall have the following respective meanings:

“ Affiliate ” means, with respect to any Person (as defined herein), any (x) spouse, parent, sibling or descendant of such Person (or a spouse, parent, sibling or descendant of a director, officer, or partner of such Person) and (y) other Persons that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. The term “ control ” includes, without limitation, the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Amended and Restated Certificate of Designation (Series C) ” means the Company’s Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock dated on or about the date hereof filed with the Secretary of State of Delaware setting forth the rights, preferences and privileges of the Series C Preferred Stock.

“ Appraisal Procedure ” means the following procedure to determine fair market value of any security or other property (in either case, the “valuation amount”). If the Required Series D Holders and the Company are not able to agree on the valuation amount within a reasonable period of time (not to exceed twenty (20) days), the valuation amount shall be determined by an investment banking firm of national recognition, which firm shall be unaffiliated with each of the Company and the Required Series D Holders and shall be reasonably acceptable to the Board of Directors and the Required Series D Holders. If the Board of Directors and the Required Series D Holders are unable to agree upon an acceptable investment banking firm within ten (10) days after the date either party proposed that one be selected, the investment banking firm will be selected by an arbitrator located in New York, New York, selected by the American Arbitration Association (or if such organization ceases to exist, the arbitrator shall be chosen by a court of competent jurisdiction). The arbitrator shall select the investment banking firm (within ten (10) days of appointment) from a list, jointly prepared by the Required Series D

EXHIBIT 3.28

Holders and the Board of Directors, of not more than six investment banking firms of national standing in the United States, of which no more than three may be named by the Board of Directors and no more than three may be named by the Required Series D Holders. The arbitrator may consider, within the ten-day period allotted, arguments from the parties regarding which investment banking firm to choose, but the selection by the arbitrator shall be made in its sole discretion from the list of six. The Board of Directors and the Required Series D Holders shall submit their respective valuations and other relevant data to the investment banking firm, and the investment banking firm shall as soon as practicable thereafter make its own determination of the valuation amount. The final valuation amount for purposes hereof shall be the average of the two valuation amounts closest together, as determined by the investment banking firm, from among the valuation amounts submitted by the Company and the Required Series D Holders and the valuation amount calculated by the investment banking firm. The determination of the final valuation amount by such investment banking firm shall be final and binding upon the parties. The Company shall pay the fees and expenses of the investment banking firm and arbitrator (if any) used to determine the valuation amount. If required by any such investment banking firm or arbitrator, the Company shall execute a retainer and engagement letter containing reasonable terms and conditions, including, without limitation, customary provisions concerning the rights of indemnification and contribution by the Company in favor of such investment banking firm or arbitrator and its officers, directors, partners, employees, agents and affiliates.

“ Board of Directors ” has the meaning set forth in Article III above.

“ Certificate of Designation ” has the meaning set forth in Article III above.

“ Certificate of Incorporation ” has the meaning set forth in Article II above.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company ” has the meaning set forth in Article I above.

“ Conversion Date ” has the meaning set forth in Section 6(d)(i) above.

“ Conversion Price ” has the meaning set forth in Section 6(a) above.

“ Conversion Rights ” has the meaning set forth in Section 6 above.

“ Equity Security ” shall mean any capital stock (including the Common Stock) of the Company, whether now authorized or not, or any options, warrants or rights to purchase capital stock, or any securities of any type whatsoever that are, or may become, convertible or exchangeable into capital stock.

“ Issue Date ” means, with respect to each share of the Series D Preferred Stock, the date on which such share of Series D Preferred Stock was issued.

“ Liquidation Event ” has the meaning set forth in Section 4(a) above.

“ Original Issue Price ” means $1.00 per share of Series D Preferred Stock.

EXHIBIT 3.28

“ Person ” means, without limitation, an individual, a partnership, a corporation, an association, a joint stock corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental authority.

“ Phoenix ” means Phoenix Venture Fund LLC, a Delaware limited liability company.

“ Preferred Directors ” has the meaning set forth in Section 2(a) above.

“ Purchase Agreement ” means the Series D Subscription Agreement, dated as of August __, 2012, by and between the parties listed on the signature pages thereto.

“ Remaining Directors ” has the meaning set forth in Section 2(a) above.

“ Required Holders ” means holders representing a majority of the then outstanding aggregate shares of Series B Preferred Stock and Series C Preferred Stock.

“ Required Series B Holders ” means holders representing a majority of the then outstanding aggregate shares of Series B Preferred Stock.

“ Required Series D Holders ” means holders representing a majority of each of the then outstanding shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock voting separately as a class.

“ Second Amended and Restated Certificate of Designation (Series B) ” means the Company’s Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock dated on or about the date hereof filed with the Secretary of State of Delaware setting forth the rights, preferences and privileges of the Series B Preferred Stock.

“ Series A-1 Preferred Stock ” means the Series A-1 Cumulative Convertible Preferred Stock, par value $0.01 per share, of the Company provided for pursuant to the Third Amended and Restated Certificate of Designation (Series A-1) dated on or about the date hereof filed with the Secretary of State of Delaware setting forth the rights, preferences and privileges of the Series A-1 Preferred Stock.

“ Series B Preferred Stock ” means the Series B Participating Convertible Preferred Stock, par value $0.01 per share, of the Company provided for pursuant to the Second Amended and Restated Certificate of Designation dated on or about the date hereof filed with the Secretary of State of Delaware setting forth the rights, preferences and privileges of the Series B Preferred Stock.

“ Series C Preferred Stock ” means the Series C Participating Convertible Preferred Stock, par value $0.01 per share, of the Company provided for pursuant to the Amended and Restated Certificate of Designation dated on or about the date hereof filed with the Secretary of State of Delaware setting forth the rights, preferences and privileges of the Series C Preferred Stock.

“ Series D Preferred Stock ” has the meaning set forth in Section 1 above.

“ Series D-1 Preferred Stock ” has the meaning set forth in Section 1 above.

EXHIBIT 3.28

“ Series D-2 Preferred Stock ” has the meaning set forth in Section 1 above.

“ Subsidiary ” means any Person of which the Company directly or indirectly owns at the time 50% or more of the outstanding equity interests that represent (a) 50% of the voting power, (b) 50% of the economic power, or (c) control of the board of directors or similar governing body of such Person.

“ Third Amended and Restated Certificate of Designation (Series A-1) ” means the Company’s Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock dated on or about the date hereof filed with the Secretary of State of Delaware setting forth the rights, preferences and privileges of the Series A-1 Preferred Stock.

[ Remainder of this Page Intentionally Left Blank ]

EXHIBIT 3.28

IN WITNESS WHEREOF, this Certificate of Designation has been signed on behalf of the Company by its President as of November 13, 2012.

COMMUNICATION INTELLIGENCE CORPORATION

By: /s/ William Keiper

Name: William Keiper

Title: President

	Page
PART I	3
Item 1. Business	3
Item 1A. Risk Factors	7
Item 1B. Unresolved Staff Comments	7
Item 2. Properties	7
Item 3. Legal Proceedings	7
Item 4. Mine Safety Disclosures	7
PART II	7
Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6. Selected Financial Data	8
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	16
Item 8. Financial Statements and Supplementary Data	16
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	16
Item 9A. Controls and Procedures	16
Item 9B. Other Information	18
PART III	18
Item 10. Directors, Executive Officers and Corporate Governance	18
Item 11. Executive Compensation	21
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13. Certain Relationships and Related Transactions and Director Independence	28
Item 14. Principal Accountant Fees and Services	31
PART IV	31
Item 15. Exhibits, Financial Statement Schedules	31

SignatureOne ® Ceremony ® Server	The SignatureOne ® Ceremony ® Server (“Ceremony Server”) provides a highly secure, scalable, patent-protected and streamlined electronic signature solution. Its flexible, easy-to-configure and agile workflow can be rapidly integrated via standard Web services to become an ultimate and cost efficient endpoint in true straight-through processing (the complete removal of paper from business processes) and to facilitate end-to-end management of multi-party approvals for PDF and XHTML documents. The Ceremony Server contains CIC’s core esignature engine and signature ceremony management tools, and can be seamlessly integrated with numerous ancillary products. Its key features include: •Consent/disclosure management – integral part of audit record; easily reproducible in the event of a dispute; •Configurable document presentment – signatory receipt, access and viewing of document tracked in audit trail; •Multi-party ceremonies – complex processes, simplified; allows for dynamic, multi-channel workflow changes, including remote, face-to-face and mobile scenarios; •Supports complex business rules and dynamic user behaviors; •Configurable branding and workflow; •Flexible tracking and reporting – includes event notification service •Extensive audit trail – embedded in individual document in a tamper evident digital seal; and •Support for multiple signature methods – click-to-sign; biometric; and others.
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Sign-it® for Acrobat®	v9.0

	Patent No.	Expiration
	5647017	2014
	5818955	2015
	5933514	2016
	6064751	2017
	6091835	2017
	6212295	2018
	6381344	2019
	6487310	2019

		Sale Price Per Share
Year	Period	High	Low

2012	First Quarter	$ 0.14	$ 0.03
	Second Quarter	$ 0.08	$ 0.03
	Third Quarter	$ 0.06	$ 0.03
	Fourth Quarter	$ 0.05	$ 0.03
2013	First Quarter	$ 0.05	$ 0.03
	Second Quarter	$ 0.04	$ 0.03
	Third Quarter	$ 0.04	$ 0.03
	Fourth Quarter	$ 0.04	$ 0.02

	.	Phoenix Banner Holdings LLC				Michael W. Engmann				Kendu Partners Company				JAG Multi Investments				Philip Sassower
Date		Note Amount		Warrants		Note Amount		Warrants		Note Amount		Warrants		Note Amount		Warrants		Note Amount		Warrants
8/2/2013		$	250
9/3/2013										$	250
9/27/2013						$	250
11/1/2013														$	125		2,083
11/6/2013					4,167				4,167				4,167
12/13/2013						$	150		5,000
12/17/2013																		$	125		2,083

Total		$	250		4,167	$	400		9,167	$	250		4,167	$	125		2,083	$	125		2,083

Date	Expected Term	Volatility	Risk free interest rate	Dividend yield
11/6/2013	Three years	202.9%	0.58%	$0.00
11/26/2013	Three years	200.8%	0.55%	$0.00
12/3/2013	Three years	198.8%	0.68%	$0.00
12/17/2013	Three years	198.0%	0.68%	$0.00

Contractual obligations		Total				2014				2015				2016				2017				Thereafter
Operating lease commitments (1)			826				284				293				249				-				-

Name	Age	Positions with the Company
Philip S. Sassower, Chairman	73	Chairman and Chief Executive Officer
Andrea Goren	46	Director and Chief Financial Officer
William Keiper	63	President and Chief Operating Officer
Stanley Gilbert	74	Director
Jeffrey Holtmeier	56	Director
David E. Welch	67	Director

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (4)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Philip S Sassower Chairman and CEO	2013 2012	−(1) − (1)	− −	− −	$273,000 $ ─	− −	− −	− −	$ 273,000 $ ─
William Keiper, President	2013 2012	−(2) −(2)	− −	− −	$168,000 $ ─	− −	− −	− −	$168,000 ─
Andrea Goren, CFO	2013 2012	-(3) -(3)	− −	− −	$ 126,000 $ ─	− −	− −	− −	$126,000 ─

Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Philip S. Sassower, Chairman and CEO	916,700(1) 1,626,949(2)	83.300(1) 4,873,051(2)	$0.0649 $0.0450	01/28/2018 01/03/2020
William Keiper, President and COO	8,000,000(3) 1,001,199(4)	─ (3) 2,998,801(4)	$0.0250 $0.0450	08/11/2018 01/03/2020
Andrea Goren, Chief Financial Officer	916,700(5) 3,750,000(6) 750,899(7)	83,300(5) 1,249,500(6) 2,443,778(7)	$0.0649 $0.0250 $0.0450	01/28/2018 08/11/2018 01/03/2020

Name	Fees Earned or Paid in Cash(1)	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Non-qualified Deferred Compensation Earnings	All Other Compensation	Total
Current Directors
Stanley Gilbert	$ 1,000	$ 21,000	$ ─	$ ─	$ ─	$ ─	$ 22,000
Jeffrey Holtmeier	$ 1,000	$ 21,000	$ ─	$ ─	$ ─	$ ─	$ 22,000
David Welch	$ 1,000	$ 21,000	$ ─	$ ─	$ ─	$ ─	$ 22,000

	Common Stock		Series A-1 Preferred Stock		Series B Preferred Stock		Series C Preferred Stock		Series D Preferred Stock
Name of Beneficial Owner	Number of Shares (1)	Percent Of Class (1)	Number of Shares (2)	Percent Of Class (2)	Number of Shares (3)	Percent Of Class (3)	Number of Shares (4)	Percent Of Class (4)	Number of Shares (5)	Percent of Class (5)
Philip S. Sassower (6)	378,578,904	61.9%	−	−	6,588,541	59.3%	1,992,313	44.2%	800,048	9.8%
Andrea Goren (7)	359,282,088	60.7%	−	−	6,616,686	59.6%	1,961,302	43.5%	868,952	10.6%
Stanley Gilbert (8)	34,885,934	13.0%	−	−	140,718	1.3%	400,232	8.9%	112,726	2.4%
Jeffrey Holtmeier (9)	2,621,570	1.0%	−	−	−	−	−	−	24,821	*
David E. Welch (10)	1,258,450	*	−	−	−	−	−	−	−	−
William Keiper (11)	29,547,754	11.2%	−	−	−	−	252,306	5.6%	−	−

All directors and executive officers as a group (6 persons) (12)	419,813,095	72.2%	−	−	6,757,404	60.9%	2,659,779	59.0%	2,215,884	27.0%

5% Shareholders
Phoenix Venture Fund LLC (13)	297,241,858	63.1%	−	−	6,588,541	59.3%	1,946,374	43.2%	−	−
Michael W. Engmann (14)	91,324,893	29.0%	734,291	71.2%	799,688	7.2%	137,365	3.0%	878,818	10.7%

	Philip Sassower	SG Phoenix Ventures LLC	SG Phoenix LLC	Phoenix Venture Fund	Phoenix Enterprises Family Fund LLC	Phoenix Banner Holdings	Total
Common Shares	2,555,556		2,792,494	55,783,562			61,131,612
Stock Options	2,543,649						2,543,649
Series B Preferred Stock As If Converted to Common Stock				152,160,378			152,160,378
Series C Preferred Stock As If Converted to Common Stock				86,505,425	2,041,731		88,547,156
Series D Preferred Stock As If Converted to Common Stock	20,901,312					35,557,653	56,458,965
Warrants	3,223,786	2,425,000		─	─	12,088,358	17,737,144
Total	29,224,303	2,425,000	2,792,494	294,449,365	2,041,731	47,646,011	378,578,904

	Andrea Goren	Andax, LLC	SG Phoenix Ventures LLC	SG Phoenix LLC	Phoenix Venture Fund	Phoenix Banner Holdings	Total
Common Shares	19,000		2,792,494	55,783,562			58,595,056
Stock Options	6,834,199						6,834,199
Series B Preferred Stock As If Converted to Common Stock		650,000			152,160,378		152,810,378
Series C Preferred Stock As If Converted to Common Stock		663,466			86,505,425		87,168,891
Series D Preferred Stock As If Converted to Common Stock		3,146,997				35,557,653	38,704,650
Warrants		655,556		2,425,000	─	12,088,358	15,168,914
Total	6,853,199	5,116,019	2,792,494	58,208,562	238,665,803	47,646,011	359,282,088

	Stanley Gilbert	Stanley Gilbert PC	Galaxy LLC	Mrs. Gilbert	Total
Common Shares	6,018,176	28,485	1,783,035	2,147,117	9,976,813
Stock Options	1,041,850				1,041,850
Series B Preferred Stock As If Converted to Common Stock	3,249,840				3,249,840
Series C Preferred Stock As If Converted to Common Stock	17,787,911				17,787,911
Series D Preferred Stock As If Converted to Common Stock	2,254,520				2,254,520
Warrants	575,000				575,000
Total	30,927,297	28,485	1,783,035	2,147,117	34,885,934

	Phoenix Venture Fund LLC	SG Phoenix Ventures LLC	Total
Common Shares	55,783,562	2,792,492	58,576,054
Stock Options	-
Series B Preferred Stock As If Converted to Common Stock	152,160,378		152,160,378
Series C Preferred Stock As If Converted to Common Stock	86,505,425		86,505,425
Series D Preferred Stock As If Converted to Common Stock	-
Warrants	─	2,425,000	2,425,000
Total	297,241,858	5,217,492	299,666,857

	Michael Engmann	MDNH Partners, LP	KENDU Partners Company	Total
Common Shares	3,680,249	4,041,140	1,243,564	8,964,953
Stock Options
Series A-1 Preferred Stock As If Converted to Common Stock	44,143	1,592,081	3,608,743	5,244,967
Series B Preferred Stock As If Converted to Common Stock	5,013,421	9,901,437	3,553,697	18,468,555
Series C Preferred Stock As If Converted to Common Stock	127,777	5,977,327	-	6,105,104
Series D Preferred Stock As If Converted to Common Stock	22,382,838	-	9,368,929	31,751,767
Warrants	14,276,299	-	6,513,248	20,789,547
Total	45,524,727	21,511,985	24,288,181	91,324,893

	Number of Securities To Be Issued Upon Exercise of Outstanding Options and Rights	Weighted-Average Exercise Price Of Outstanding Options and Rights	Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders
1999 Stock Option Plan	175	$ 0.21	−

2011 Stock Compensation Plan	68,813	$ 0.05	31,125
Equity Compensation Plans Not Approved by Security Holders
2009 Stock Compensation Plan	425	0.11	6,502
Non Plan Stock Options	125	0.15	−
Total:	69,538	$ 0.05	37,627

Nature of Service	2013			2012
Audit Fees	$	94,800	(91%)	$	71,000	(86%)
Audit-Related Fees	$	1,900	(2%)	$	5,300	(6%)
Tax Fees	$	7,500	(8%)	$	7,000	(8%)
All Other Fees	$	−		$	−
Total	$	101,200		$	83,000

		Page
(a)(1)	Financial Statements
	Report of Independent Registered Public Accounting Firm		F-1
	Consolidated Balance Sheets at December 31, 2013 and 2012		F-2
	Consolidated Statements of Operations for the years ended December 31, 2013 and 2012		F-3
	Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013 and 2012		F-4
	Consolidated Statements of Changes in Stockholders' ( Deficit) Equity for the years ended December 31, 2013 and 2012		F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012		F-7
	Notes to Consolidated Financial Statements		F-9

	Communication Intelligence Corporation
	By:	/s/ Andrea Goren Andrea Goren (Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)

Date	Signature		Title
March 31, 2014		/s/ Philip S. Sassower Philip S. Sassower		Chairman and Chief Executive Officer (Principal Executive Officer)
March 31, 2014		/s/ Andrea Goren Andrea Goren		Director, Chief Financial Officer (Principal Financial and Accounting Officer)
March 31, 2014		/s/ Stanly Gilbert Stanley Gilbert		Director
March 31, 2014		/s/ Jeffrey Holtmeier Jeffrey Holtmeier		Director
March 31, 2014		/s/ David Welch David Welch		Director

	December 31,
	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	945		$	486
Accounts receivable, net of allowance of $22 and $27 at December 31, 2013 and 2012		410			701
Prepaid expenses and other current assets		57			73

Total current assets		1,412			1,260
Property and equipment, net		17			28
Patents, net		1,290			1,655
Other assets		29			29

Total assets	$	2,748		$	2,972

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		327			75
Accrued compensation		315			289
Other accrued liabilities		232			150
Deferred revenue		490			569

Total current liabilities		1,364			1,083
Deferred revenue long-term		74			249
Deferred rent		86			125
Derivative liability		25			128
Total liabilities		1,549			1,585
Commitments and contingencies		−			−
Stockholders' equity (deficit):
Series A-1 Preferred Stock, $.01 par value; 2,000 shares authorized; 1,031 and 953 shares issued and outstanding at December 31, 2013 and 2012, respectively ($1,031 liquidation preference at December 31, 2013)		1,031			953
Series B Preferred Stock, $.01 par value; 14,000 shares authorized; 11,102 and 10,058 shares issued and outstanding at December 31, 2013 and 2012 ($16,653 liquidation preference at December 31, 2013)		9,232			8,188
Series C Preferred Stock, $.01 par value; 9,000 shares authorized; 4,508 and 4,175 shares issued and outstanding at December 31, 2013 and 2012 ($6,762 liquidation preference at December 31, 2013)		4,895			4,754
Series D-1 Preferred Stock, $.01 par value; 6,000 shares authorized; 3,415 and 1,124 shares issued and outstanding at December 31, 2013 and 2012 ($3,415 liquidation preference at December 31, 2013)		2,357			2,158
Series D-2 Preferred Stock, $.01 par value; 9,000 shares authorized; 4,783 and 3,302 shares issued and outstanding at December 31, 2013 and 2012 ($4,783 liquidation preference at December 31, 2013)		3,934			3,073
Common stock, $.01 par value; 1,500,000 shares authorized; 232,558 and 224,523 shares issued and outstanding at December 31, 2013 and 2012, respectively		2,390			2,309
Treasury shares, 6,500 at December 31, 2013 and December 31, 2012 respectively		(325	)		(325	)
Additional paid-in-capital		97,419			95,262
Accumulated deficit		(119,184	)		(114,420	)
Accumulated other comprehensive loss		(14	)		(29	)
Total CIC stockholder’ equity		1,735			1,923
Non-Controlling interest		(536	)		(536	)
Total stockholders' equity (deficit)		1,199			1,387
Total liabilities and stockholders' equity	$	2,748		$	2,972

	Years Ended December 31,
	2013			2012
Revenue:
Product	$	728		$	1,729
Maintenance		690			649
		1,418			2,378
Operating costs and expenses:
Cost of sales:
Product		64			323
Maintenance		280			52
Research and development		2,073			1,802
Sales and marketing		1,272			1,392
General and administrative		2,026			1,863

		5,715			5,432

Loss from operations		(4,297	)		(3,054	)

Other expense, net		(23	)		(19	)
Interest expense:
Related party		(436	)		(100	)
Other		−			(89	)
Amortization of debt discount and deferred financing cost:
Related party		(44	)		(14	)
Other					(50	)

Loss on extinguishment of debt, related party		(67	)	─

Gain on derivative liability		103			211
Net loss		(4,764	)		(3,115	)
Preferred stock:
Accretion of beneficial conversion feature:
Related party		(599	)		(1,859	)
Other		(648	)		(334	)
Preferred stock dividends:
Related party		(1,140	)		(982	)
Other		(948	)		(484	)
Income tax tax expense		−			−
Net loss before non-controlling interest Net loss	$	(8,099	)	$	(6,744	)
Net loss attributable to non-controlling interest		−			(2	)
Net loss attributable to common stockholders		(8,099	)		(6,746	)
Basic and diluted loss per common share	$	(0.04	)	$	(0.03	)
Weighted average common shares outstanding, basic and diluted		226,225			223,390

	Series A-1Preferred Shares Outstanding		Series A-1Preferred Shares Amount		Series B Preferred Shares Outstanding			Series B Preferred Shares Amount			Series C Preferred Shares Outstanding			Series C Preferred Shares Amount			Series D-1 Preferred Shares Outstanding		Series D-1 Preferred Shares Amount			Series D-2 Preferred Shares Outstanding		Series D-2 Preferred Shares Amount			Common Shares Outstanding			Common Stock Amount		Treasury Stock			Additional Paid-In Capital			Accumulated Deficit			Non-Controlling Interest			Accumulated Other Comprehensive Income (Loss)			Total
Balances as of December 31, 2011		880	$	880		9,250		$	7,380			3,547		$	3,569			-	$	-			-	$	-			198,188		$	1,981		−		$	97,715		$	(111,305	)	$	(534	)	$	(43	)	$	(357	)
Receipt of 6.5M common shares in settlement of the 16b action																												(6,500	)				(325	)														(325	)
Series C preferred shares issued in settlement of an indemnification claim related to the 16b settlement												278			417																																	417
Stock-based employee compensation																																				461												461
Common shares issued in connection with the cashless exercise of warrants																												20,186			202					(202	)										─-
Common shares issued in connection with the exercise of warrants for cash																												7,439			74					138												212
Common shares issued in connection with the exercise of stock options option for cash																												203			2					11												13
Common stock issued as restricted stock																												46								2												2
Common shares issued in connection with the conversion of Series B preferred shares						(140	)		(140	)																		3,232			33					107											─
Common shares issued in connection with the conversion of Series C preferred shares												(39	)		(39	)												1,729			17					22											─
Accretion of beneficial conversion feature on Series C preferred shares issued in settlement of the indemnification claim															417																					(417	)										─
Series D-1 preferred shares issued in a private placement upon the conversion of short-term debt net of offering expenses of $76																		1,110		1,034																												1,034
Series D-2 preferred shares issued in a private placement upon the conversion of short-term debt, net of offering expenses of $114																							2,179		2,065																							2,065
Series D-2 preferred shares issued in a private placement for cash, net of offering expenses of $115																							1,082		967																							967
Accretion of beneficial conversion feature on Series D-1 preferred shares issued in a private placement upon the conversion of short term debt																				1,110																(1,110	)										─
Accretion of beneficial conversion feature on preferred shares dividends issued in kind									268						385					13																(666	)										─-
Preferred share dividends, paid in kind		73		73		948			680			389			4			14		1			41		41											(799	)										─
Net loss attributable to non-controlling interest																																										(2	)					(2	)
Comprehensive loss:
Net loss																																							(3,115	)								(3115	)
Foreign currency translation adjustment																																													14			14
Balance as of December 31, 2012		953	$	953		10,058		$	8,188			4,175		$	4,754			1,124	$	2,158			3,302	$	3,073			224,523		$	2,309	$	(325	)	$	95,262		$	(114,420	)	$	(536	)	$	(29	)	$	1,387
Stock-based employee compensation																																				819												819
Common shares issued in connection with the cashless exercise of warrants																												2,283			23					(23	)											−
Common shares issued in connection with the exercise of warrants for cash																												1,300			13					16												29
Common shares issued in connection with the conversion of Series C preferred shares												(100	)		(100	)												4,452			45					55												−
Series D-1 preferred shares issued in a private placement upon the conversion of short-term debt plus accrued interest																		786		786																												786
Cost of warrants issued with Series D-1 preferred shares upon the conversion of short-term debt plus accrued interest																				(391	)															391												−
Accretion of beneficial conversion feature on Series D-1 preferred shares upon the conversion of short term debt plus accrued interest																				(395	)															395												−
Series D-2 preferred shares upon the conversion of short-term debt plus accrued interest																							393		393																							393
Cost of warrants issued with Series D-2 preferred shares upon the conversion of short-term debt plus accrued interest																									(196	)										196												−
Accretion of beneficial conversion feature on Series D-1 preferred shares upon the conversion of short term debt plus accrued interest																									(39	)										39

	December 31
	2013		2012
Supplementary disclosure of cash flow information
Interest paid	$	1	$	21
Income taxes paid	$	−	$	−

Non-cash financing and investing transactions

Cashless exercise of warrants	$	23	$	202
Dividends on preferred shares	$	2,088	$	1,466
Conversion of Series B Preferred shares into Common Stock	$	−	$	140
Conversion of Series C Preferred Stock into Common Stock	$	56	$	39
Debt discount recorded in connection with short-term debt	$	111	$	64
Conversion of short term notes plus accrued interest into Series D-1 preferred shares	$	786	$	1,034
Conversion of short term notes plus accrued interest into Series D-2 preferred shares	$	391	$	2,065
Accretion of beneficial conversion feature on Preferred Shares
Series B Preferred Stock	$ ─		$	268
Series C Preferred Stock	$	191	$	385
Series D-1 Preferred Stock	$	59	$	13
Series D-2 Preferred Stock	$ ─		$ ─
Accretion of beneficial conversion feature on Preferred Shares issued
Series C Preferred Stock	$ ─		$	417
Series D-1 Preferred Stock	$	929	$	1,110
Series D-2 Preferred Stock	$	68	$ ─
Warrants issued in connection with the Series D financing
Subscription agreements	$	453	$ ─
Debt conversion	$	587	$ ─
Exchange of May Series D financing	$	575	$ ─

	2013		2012
Cash in bank	$	945	$	486
Money market funds		–		−

Cash and cash equivalents	$	945	$	486

Year Ended December 31,
2014	$	357
2015		342
2016		322
2017		269
Total	$	1,290

	December 31, 2013		December 31, 2012
Common Stock subject to outstanding options		69,537		44,529
Series A-1 Preferred Stock		1,031		6,806
Series B Preferred Stock		11,103		232,142
Series C Preferred Stock		4,508		185,572
Series D-1 Preferred Stock		3,415		49,961
Series D-2 Preferred Stock		4,784		66,052
Warrants outstanding		77,155		151,722

	Accounts Receivable As of December 31,						Total Revenue for the year ended December 31,
	2013			2012			2013			2012
Customer #1		47	%		67	%		15	%		29	%
Customer #2		15	%		−			10	%		−
Customer #3		19	%		16	%		16	%		−
Customer #4		−			−			10	%		−
Customer #5		−			−			12	%		19	%
Total concentration		81	%		83	%		63	%		48	%

	December 31,2013			December 31, 2012
Sales within the United States		98	%		100	%
Sales outside of the United States		2	%		−
Total		100	%		100	%

	2013			2012
Machinery and equipment	$	1,231		$	1,227
Office furniture and fixtures		435			435
Leasehold improvements		90			90
Purchased software		323			323

		2,079			2,075
Less accumulated depreciation and amortization		(2,062	)		(2,047	)

	$	17		$	28

		Expiration		Estimated Original Life		2013			2012
Patent (Various)		Various			5	$	9		$	9
Patent (Various)		Various			7		476			476
	5544255		2013		13		93			93
	5647017		2014		14		187			187
	5818955		2015		15		373			373
	6064751		2017		17		1,213			1,213
	6091835		2017		17		4,394			4,394

							6,745			6,745
Less accumulated amortization							(5,455	)		(5,090	)

						$	1,290		$	1,655

	2013		2012
Accrued professional services	$	8	$	12
Rents		35		23
Management fees		180		−
Other		9		115
Total	$	232	$	150