0001104659-02-004990 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 22nd, 2002 • Insignia Solutions PLC • Services-prepackaged software • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2002, 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 October 17, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • October 22nd, 2002 • Insignia Solutions PLC • Services-prepackaged software • Illinois

SECURITIES SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of October 17, 2002, 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.

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