0000891618-05-000140 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 2005 • Insignia Solutions PLC • Services-prepackaged software • Illinois

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”).

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WARRANT
Warrant • February 10th, 2005 • Insignia Solutions PLC • Services-prepackaged software • Illinois

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”).

SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • February 10th, 2005 • Insignia Solutions PLC • Services-prepackaged software • Illinois

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.

MUTUAL TERMINATION AGREEMENT
Mutual Termination Agreement • February 10th, 2005 • Insignia Solutions PLC • Services-prepackaged software • Illinois

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”).

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