INSIGNIA SOLUTIONS PLC 41300 Christy Street Fremont, CA 94538 Telephone: 510-360-3700 Facsimile: 510-360-3701
Exhibit 10.01
INSIGNIA SOLUTIONS PLC
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 510-360-3701
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 510-360-3701
August 31, 2005
Fusion Capital Fund II, LLC
000 Xxxxxxxxxxx Xxxx Xxxxx
Xxxxx 0-000
Xxxxxxx, Xxxxxxxx 00000
000 Xxxxxxxxxxx Xxxx Xxxxx
Xxxxx 0-000
Xxxxxxx, Xxxxxxxx 00000
Re: Securities Subscription Agreement Dated as of February 10, 2005
Gentlemen:
This letter is being delivered to confirm our understanding with respect to certain issues under
that certain Securities Subscription Agreement, dated as of February 10, 2005 (the “Subscription
Agreement”), by and between INSIGNIA SOLUTIONS PLC, a company incorporated under the laws of
England and Wales (the “Company”) and FUSION CAPITAL FUND II, LLC (“Fusion”), pursuant to which the
Company has agreed to issue to Fusion the Ordinary Shares, 20 xxxxx nominal value per share, of the
Company represented by American Depository Shares (“ADSs”) in an amount up to Twelve Million
Dollars ($12,000,000) in accordance with the terms of the Subscription Agreement. All capitalized
terms used in this letter that are not defined in this letter shall have the meanings set forth in
the Subscription Agreement.
Fusion and the Company hereby agree that the Company shall have until September 15, 2005 to file
the registration statement referenced in Section 4(a) and that the June 30, 2005 date referred to
in Section 11 shall be deemed to be November 30, 2005. The provisions set forth in Section 11 of
the Subscription Agreement are hereby incorporated by reference herein.
INSIGNIA SOLUTIONS PLC |
||||
By: | /s/ Xxxx XxXxxxxx | |||
Name: | Xxxx XxXxxxxx | |||
Title: | Chief Executive Officer | |||
FUSION CAPITAL FUND II, LLC BY: FUSION CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. |
||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | President | |||