0000950134-05-013011 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 7th, 2005 • Insignia Solutions PLC • Services-prepackaged software • England and Wales

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”).

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INSIGNIA SOLUTIONS PLC
Securities Subscription Agreement • July 7th, 2005 • Insignia Solutions PLC • Services-prepackaged software
WARRANT
Warrant Agreement • July 7th, 2005 • Insignia Solutions PLC • Services-prepackaged software • England and Wales

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”).

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • July 7th, 2005 • Insignia Solutions PLC • Services-prepackaged software • Delaware

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.

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