0000950134-06-000100 Sample Contracts

WARRANT
Warrant Agreement • January 4th, 2006 • Insignia Solutions PLC • Services-prepackaged software • New York

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”).

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SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • January 4th, 2006 • Insignia Solutions PLC • Services-prepackaged software • New York

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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2006 • Insignia Solutions PLC • Services-prepackaged software • New York

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”).

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