Amendment to Securities Subscription Agreement between Insignia Solutions PLC and Fusion Capital Fund II, LLC
This letter agreement between Insignia Solutions PLC and Fusion Capital Fund II, LLC amends their original Securities Subscription Agreement dated February 10, 2005. The amendment extends the deadline for Insignia to file a required registration statement to August 15, 2005, and changes a referenced date in the agreement from June 30, 2005, to September 30, 2005. All other terms of the original agreement remain in effect. The parties confirm these changes in writing, with signatures from authorized representatives.
Exhibit 10.04
INSIGNIA SOLUTIONS PLC
June 30, 2005
Fusion Capital Fund II, LLC
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 pence 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 August 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 September 30, 2005. The provisions set forth in Section 11 of the Subscription Agreement are hereby incorporated by reference herein.
INSIGNIA SOLUTIONS PLC |
By: | /s/ Mark McMillan | |
Name: Mark McMillan | |
Title: Chief Executive Officer | |
FUSION CAPITAL FUND II, LLC | |
BY: FUSION CAPITAL PARTNERS, LLC | |
BY: SGM HOLDINGS CORP. |
By: | /s/ Steven G. Martin | |
Name: Steven G. Martin | |
Title: President |