Insignia Solutions Plc Sample Contracts

America's Suppliers, Inc. – 2009 LONG-TERM INCENTIVE COMPENSATION PLAN (August 11th, 2011)
America's Suppliers, Inc. – AMERICA’S SUPPLIERS, INC. (August 11th, 2011)
America's Suppliers, Inc. – EMPLOYMENT AGREEMENT (November 30th, 2010)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of November 30, 2010 (the “Effective Date”) by and between AMERICA’S SUPPLIERS, INC., a Delaware corporation (the “Company”), and MICHAEL MOORE (the “Executive”).

America's Suppliers, Inc. – EMPLOYMENT AGREEMENT (November 17th, 2010)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of November 11, 2010 (the “Effective Date”) by and between AMERICA’S SUPPLIERS, INC., a Delaware corporation (the “Company”), and MARC JOSEPH (the “Executive”).

Insignia Solutions Plc – AGREEMENT AND PLAN OF MERGER BY AND AMONG INSIGNIA SOLUTIONS PLC JEODE INC. DOLLARDAYS INTERNATIONAL, INC. AND THE REPRESENTATIVE OF THE HOLDERS OF ALL OF THE CAPITAL STOCK OF DOLLARDAYS INTERNATIONAL, INC. DATED AS OF JUNE 23, 2008 (June 27th, 2008)

THIS AGREEMENT AND PLAN OF MERGER is made as of June 23, 2008 (this “Agreement”) by and among Insignia Solutions PLC, a corporation organized under the laws of England and Wales (“Parent”), Jeode Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), DollarDays International, Inc., a Delaware corporation (the “Company”), and the Representative (as defined below). The holders of all of the capital stock of the Company (the “Company Stock”) are collectively referred to as the “Company Stockholders,” and the Company Stockholders, together with the holders of all other equity securities of the Company, including securities convertible into, or exercisable or exchangeable for, equity securities of the Company (the “Company Securities”), are collectively referred to herein as the “Company Securityholders.”

Insignia Solutions Plc – SERIES A PREFERRED STOCK REPURCHASE AGREEMENT (June 12th, 2007)

This Settlement Agreement (this “Agreement”) is made and entered into as of May 31, 2007 (the “Effective Date”) by and between Insignia Solutions plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Insignia Solutions Inc., a company incorporated under the laws of Delaware (the “Issuer”) and those persons and entities listed on Exhibit A hereto (the “Investors”). The Company, the Issuer and the Investors are collectively referred to as “Parties”.

Insignia Solutions Plc – SERIES B PREFERRED STOCK REPURCHASE AGREEMENT (June 12th, 2007)

This Settlement Agreement (this “Agreement”) is made and entered into as of June 4, 2007 (the “Effective Date”) by and between Insignia Solutions plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Insignia Solutions Inc., a company incorporated under the laws of Delaware (the “Issuer”) and those persons and entities listed on Exhibit A hereto (the “Investors”). The Company, the Issuer and the Investors are collectively referred to as “Parties”.

Insignia Solutions Plc – FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (May 15th, 2007)

AMENDMENT DATED AS OF APRIL 10, 2006 TO REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 29, 2005 by and among INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), and the Buyers identified on the signature page hereto (the “Buyers”). Capitalized terms used herein and not otherwise defined herein are defined in the Agreement.

Insignia Solutions Plc – AMENDMENT TO asset purchase AGREEMENT (April 9th, 2007)

This Amendment to Asset Purchase Agreement (this “Amendment”) dated as of April 4, 2007, by and among Smith Micro Software, Inc., a Delaware corporation (“Purchaser”), IS Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Acquisition Sub” and together with Purchaser the “Purchasing Parties”), Insignia Solutions plc, a company incorporated under the laws of England and Wales (company no. 1961960) (“Seller”) and the subsidiaries of Seller as set forth on the signature page hereto (such subsidiaries and Seller collective referred to herein as the “Selling Parties”), is entered into by and among the undersigned with reference to the following facts:

Insignia Solutions Plc – ASSET PURCHASE AGREEMENT BY AND AMONG SMITH MICRO SOFTWARE, INC.; IS ACQUISITION SUB, INC.; INSIGNIA SOLUTIONS PLC; AND VARIOUS SUBSIDIARIES OF INSIGNIA SOLUTIONS PLC Dated as of February 11, 2007 (February 15th, 2007)

WHEREAS, the Selling Parties are engaged in, among other things, providing device management and over-the-air repair capabilities to mobile operators and terminal manufacturers (the “Business”); and

Insignia Solutions Plc – THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS. (July 7th, 2006)

This Warrant (“Warrant”) is issued in connection with and pursuant to that certain Note Purchase Agreement (the “Note Agreement”) dated as of November 4, 2005, by and between INSIGNIA SOLUTIONS PLC, a company incorporated under the laws of England and Wales (the “Company”) and FUSION CAPITAL FUND II, LLC (the “Buyer”).

Insignia Solutions Plc – Contract (July 7th, 2006)

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Insignia Solutions Plc – THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS. (July 7th, 2006)

This Warrant (“Warrant”) is issued in connection with and pursuant to that certain Securities Subscription Agreement (the “Subscription Agreement”) dated as of February 10, 2005, by and between INSIGNIA SOLUTIONS PLC, a company incorporated under the laws of England and Wales (the “Company”) and FUSION CAPITAL FUND II, LLC (the “Buyer”).

Insignia Solutions Plc – Insignia Solutions Receives Delisting Notice from NASDAQ (April 24th, 2006)

CAMPBELL, Calif.—(BUSINESS WIRE)—April 21, 2006—Insignia Solutions (NASDAQ:INSG) announced that it has received a notice today from NASDAQ that shares of its common stock will be delisted from The NASDAQ Capital Market effective as of the opening of business on April 25, 2006 for failure to comply with NASDAQ Marketplace Rule 4310(c)(2)(B)(i), which requires the Company to maintain a minimum of $2.5 million in stockholders’ equity.

Insignia Solutions Plc – SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (February 15th, 2006)

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 3, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX                                         ) (“Bank”) and INSIGNIA SOLUTIONS, INC., a Delaware corporation, with offices at 41300 Christy Street, Fremont, California 94538 (FAX                    ), INSIGNIA SOLUTIONS PLC, a company incorporated in England and Wales with offices at                                                              (FAX                     ), INSIGNIA SOLUTIONS INTERNATIONAL LIMITED, a company incorporated in England and Wales (“Insignia International”), with offices at                                          (FAX                     ) and INSIGNIA AB (individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Insignia Solutions Plc – September 14, 2005 Richard M. Noling [Address] Dear Rick: Insignia Solutions, Inc. (the “Company”) is pleased to offer you employment on the following terms: (February 15th, 2006)

1.     Position. Your initial title will be Interim Chief Financial Officer, with effect from the above date and you will report to the Company’s CEO. This is initially a part-time position. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. If you choose to accept full time employment on the ninety day anniversary of your employment, then your title will become Chief Financial Officer.

Insignia Solutions Plc – REGISTRATION RIGHTS AGREEMENT (January 4th, 2006)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2005, by and between INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”) and the Buyers identified on the signature pages hereto (each a “Buyer” and collectively the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Subscription Agreement by and among the parties hereto and INSIGNIA SOLUTIONS INC. a company incorporated under the laws of Delaware (the “Issuer”), dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Subscription Agreement”).

Insignia Solutions Plc – WARRANT (January 4th, 2006)

This Warrant (“Warrant”) is issued in connection with and pursuant to that certain Securities Subscription Agreement (the “Subscription Agreement”) dated as of December 29, 2005, by and among INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), INSIGNIA SOLUTIONS INC. a company incorporated under the laws of Delaware (the “Issuer”), and                                          (the “Buyer”).

Insignia Solutions Plc – SECURITIES SUBSCRIPTION AGREEMENT (January 4th, 2006)

SECURITIES SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of December 29, 2005 by and among INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), INSIGNIA SOLUTIONS INC. a company incorporated under the laws of Delaware (the “Issuer”), and the Buyers identified on the signature page hereto (the “Buyers”). The Issuer is a wholly owned subsidiary of the Company. Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Insignia Solutions Plc – SECURITIES SUBSCRIPTION AGREEMENT (July 7th, 2005)

SECURITIES SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of June 30, 2005 by and among INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), INSIGNIA SOLUTIONS INC. a company incorporated under the laws of Delaware (the “Issuer”), and _______________ (the “Buyer”). The Issuer is a wholly owned subsidiary of the Company. Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Insignia Solutions Plc – WARRANT (July 7th, 2005)

This Warrant (“Warrant”) is issued in connection with and pursuant to that certain Securities Subscription Agreement (the “Subscription Agreement”) dated as of June 30, 2005, by and among INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), INSIGNIA SOLUTIONS INC. a company incorporated under the laws of Delaware (the “Issuer”), and _____ (the “Buyer”).

Insignia Solutions Plc – REGISTRATION RIGHTS AGREEMENT (July 7th, 2005)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2005, by and between INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”) and ____ (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Subscription Agreement by and among the parties hereto and INSIGNIA SOLUTIONS INC. a company incorporated under the laws of Delaware (the “Issuer”), dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Subscription Agreement”).

Insignia Solutions Plc – UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED (July 1st, 2005)

Effective March 16, 2005, Insignia Solutions plc (“Insignia”) acquired all of the outstanding shares of Mi4e Device Management AB (“Mi4e”). The acquisition was accounted for using the purchase method of accounting and accordingly, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their estimated fair market values on the acquisition date.

Insignia Solutions Plc – SECURITIES SUBSCRIPTION AGREEMENT (February 10th, 2005)

SECURITIES SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of February 10, 2005 by and between INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Insignia Solutions Plc – MUTUAL TERMINATION AGREEMENT (February 10th, 2005)

MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of February 10, 2005, by and between INSIGNIA SOLUTIONS PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).

Insignia Solutions Plc – INSIGNIA SOLUTIONS ENTERS INTO AGREEMENT FOR NEW $12 MILLION EQUITY FINANCING (February 10th, 2005)

Fremont, California, February 10, 2005 — Insignia Solutions, plc (NASDAQ:INSG) announced today it has entered into a new $12 million securities subscription agreement with Fusion Capital LLC, with an option for a second $12 million tranche of equity financing at the company’s sole discretion.

Insignia Solutions Plc – WARRANT (February 10th, 2005)

This Warrant (“Warrant”) is issued in connection with and pursuant to that certain Securities Subscription Agreement (the “Subscription Agreement”) dated as of February 10, 2005, by and between INSIGNIA SOLUTIONS PLC, a company incorporated under the laws of England and Wales (the “Company”) and FUSION CAPITAL FUND II, LLC (the “Buyer”).

Insignia Solutions Plc – WARRANT (February 10th, 2005)

This Warrant (“Warrant”) is issued in connection with and pursuant to that certain Securities Subscription Agreement (the “Subscription Agreement”) dated as of February 10, 2005, by and between INSIGNIA SOLUTIONS PLC, a company incorporated under the laws of England and Wales (the “Company”) and FUSION CAPITAL FUND II, LLC (the “Buyer”).

Insignia Solutions Plc – REGISTRATION RIGHTS AGREEMENT (February 10th, 2005)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2005, by and between INSIGNIA SOLUTIONS PLC, a company incorporated under the laws of England and Wales (the “Company”), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Subscription Agreement by and between the parties hereto dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Subscription Agreement”).

Insignia Solutions Plc – Contract (October 22nd, 2004)

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Insignia Solutions Plc – INSIGNIA SOLUTIONS PLC AMERICAN DEPOSITARY SHARES PURCHASE AGREEMENT October 18, 2004 (October 22nd, 2004)

This American Depositary Shares Purchase Agreement (the “Agreement”) is entered into as of this 18th day of October, 2004 (the “Effective Date”) by and between Insignia Solutions, plc, a public limited company incorporated under the laws of England and Wales (registered number: 1961960) (the “Company”), and the individuals and entities listed on Schedule A hereto (each a “Purchaser” and collectively the “Purchasers”).

Insignia Solutions Plc – INSIGNIA SOLUTIONS, PLC REGISTRATION RIGHTS AGREEMENT (October 22nd, 2004)

This Registration Rights Agreement (the “Agreement”) is made as of the 18th day of October, 2004, by and among Insignia Solutions, PLC, a public limited company incorporated under the laws of England and Wales (registered number: 1961960), the individuals and entities listed on the signature pages hereto (each an “Investor” and collectively the “Investors”) and Nash Fitzwilliams Ltd. (the “Placement Agent”).

Insignia Solutions Plc – INSIGNIA SOLUTIONS PLC INSIGNIA SOLUTIONS INTERNATIONAL LIMITED INSIGNIA SOLUTIONS, INC INSIGNIA SOLUTIONS SARL ESMERTEC AG TERMINATION AND WAIVER AGREEMENT Macfarlanes (August 13th, 2004)

A                                                                                      The parties are parties to an Asset Purchase Agreement dated 4 March 2003 (as amended, varied and supplemented) (the Main Agreement) pursuant to which the Insignia Parties have sold and Esmertec has purchased the Business, Assets and Deferred Assets (including intellectual property rights) as therein defined, as the parties hereby acknowledge.

Insignia Solutions Plc – INSIGNIA SOLUTIONS plc 1995 EMPLOYEE SHARE PURCHASE PLAN Adopted by the Board of Directors on February 9, 1995 and Amended on December 15, 1995 and April 21, 1998 Amended and Restated on April 30, 2004 (May 17th, 2004)
Insignia Solutions Plc – INSIGNIA SOLUTIONS plc 1995 INCENTIVE STOCK OPTION PLAN FOR U.S. EMPLOYEES As Adopted February 9, 1995 Amended April 20, 1999, April 12, 2000, June 8, 2001 and June 5, 2002 Amended and Restated April 30, 2004 (May 17th, 2004)