exv10w89



 




Exhibit 10.89

INSIGNIA SOLUTIONS, PLC




REGISTRATION RIGHTS AGREEMENT


	WHITE TEXT






October 18, 2004




 









 








INSIGNIA SOLUTIONS, PLC




REGISTRATION RIGHTS AGREEMENT




     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”).



RECITALS




     The Company and the Investors have entered into a American Depositary
Shares Purchase Agreement (the “Purchase Agreement”) of even date herewith
pursuant to which the Company has agreed to issue to the Investors and the
Investors have agreed to purchase from the Company American depositary shares
(“ADSs”), each ADS representing one ordinary share, with a par value of 20
pence per share, of the Company (the “Purchased Shares”) and Closing Date
Warrants and, pursuant to the Purchase Agreement if the Registration Statement
is not declared effective with the Securities and Exchange Commission before
the Effectiveness Deadline, one or more Monthly Penalty Warrants (the Closing
Date Warrants and the Monthly Penalty Warrants, if any, are collectively the
“Investor Warrants”) to purchase the Company’s ADSs. In addition, the Company
and the Placement Agent have entered into an engagement letter (the “Placement
Agent Letter”) pursuant to which the Company has agreed to issue to the
Placement Agent a warrant exercisable for ADSs (the “Placement Agent Warrant”).



     A condition to each Investor’s obligations under the Purchase Agreement
and the Placement Agent’s obligations under the Placement Agent Letter is that
the Company enter into this Agreement in order to provide the Investor and the
Placement Agent with certain rights to register the Shares (as defined below).
The Company and the Investors each desire to induce the Investors to purchase
the Purchased Shares and the Investor Warrants pursuant to the Purchase
Agreement by agreeing to the terms and conditions set forth herein. Likewise,
the Company and the Placement Agent each desire to induce the Placement Agent
to perform its duties and exercise the Placement Agent Warrant by agreeing to
the terms and conditions set forth herein.



     All capitalized terms not otherwise defined herein shall have the meanings
ascribed in the Purchase Agreement.



AGREEMENT




     The parties hereby agree as follows:



          1. Registration Rights. The Company and the Investors covenant and agree
as follows:



               1.1 Definitions. For purposes of this Section 1 (terms defined in the
singular shall apply to the plural form and vice-versa):



 









 





                    (a) The terms “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a Registration Statement or
similar document in compliance with the Securities Act of 1933, as amended (the
“Act”), or any similar successor federal statute and the rules and regulations
thereunder in effect from time to time, and the declaration or ordering of
effectiveness of such Registration Statement or document by the SEC;



                    (b) The term “Registrable Securities” means (i) the ADSs issued under the
Purchase Agreement and on exercise of the Investor Warrants and the Placement
Agent Warrant (such American depositary shares are collectively referred to
hereinafter as the “Shares”), and (ii) any other Ordinary Shares (including
ADSs) of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
Shares, provided, that the foregoing definition shall exclude in all cases any
Registrable Securities sold by a person in a transaction in which its rights
under this Agreement are not assigned. Notwithstanding the foregoing, ADSs or
other securities shall only be treated as Registrable Securities if and so long
as they have not (A) been sold to or through a broker or dealer or underwriter
in a public distribution or a public securities transaction, or (B) been sold
in a transaction exempt from the registration and prospectus delivery
requirements of the Act under Section 4(1) thereof so that all transfer
restrictions, and restrictive legends with respect thereto, if any, are removed
upon the consummation of such sale or (C) with regard to any individual Holder,
become eligible for sale without limitation as to volume in any three month
period pursuant to Rule 144;



                    (c) The number of shares of “Registrable Securities then outstanding”
shall be determined by the number of ADSs outstanding which are, and the number
of shares of ADSs issuable pursuant to then exercisable or convertible
securities which are, Registrable Securities;



                    (d) The term “Holder” means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with this
Agreement;



                    (e) The term “Form S-3” means such form under the Act as in effect on the
date hereof or any successor form under the Act; and



                    (f) The term “SEC” means the Securities and Exchange Commission.



               1.2 Form S-3 Registration.



               (a) Registration. Subject to the terms and conditions of this Agreement,
on or before the date that is thirty (30) days after the Closing of the
Purchase Agreement (the “Filing Deadline”), the Company will file with the SEC
a Registration Statement on Form S-3 (the “Registration Statement”) in order to
register the Shares for registration thereon, and will use its reasonable best
efforts to effect the Registration Statement as soon as practicable, subject to
the terms of this Agreement, and effect any related qualification or compliance
with respect to all Registrable Securities owned by the Holders as soon as
practicable



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thereafter, subject to the Company’s ability to defer filing the
Registration Statement pursuant to subsection 1.2(b)(ii) below.



               (b) Mechanics. Pursuant to its obligations under Section 1.2(a) above,
the Company will:



                    (i) promptly give written notice of the registration, and any related
qualification or compliance, to the Investors;



                    (ii) use its reasonable best efforts to effect such registration and all
such qualifications and compliances as may be necessary and as would permit or
facilitate the sale and distribution of all of the Investors’ Registrable
Securities; provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 1.2 if the Company shall furnish to the Investors a certificate signed
by the President of the Company stating that in the good faith reasonable
judgment of the Board of Directors of the Company (with the concurrence of the
managing underwriter, if any), the filing of the Registration Statement would
adversely affect, or require premature disclosure of, any filing, financing,
acquisition or reorganization involving the Company, in which event the Company
shall have the right to defer the filing of the Registration Statement for a
reasonable period of time, which shall not exceed thirty (30) days after the
Filing Deadline under this Section 1.2; and



                    (iii) any and all expenses incurred in connection with the Registration
Statement filed pursuant to this Section 1.2 shall be borne by the Company,
including all registration, filing, qualification, printers’ and accounting
fees but excluding any underwriters’ discounts or commissions or fees and
disbursements for counsel to the Investors, provided however that the Company
shall reimburse the Holders for up to $10,000 in fees and disbursements for a
single counsel for the Investors.



               1.3 Obligations of the Company. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:



                    (a) Prepare and file with the SEC the Registration Statement with respect
to such Registrable Securities and use its reasonable best efforts to cause
such registration statement to become effective and to keep the Registration
Statement effective until the earlier of: (i) two years after the Closing Date;
(ii) the date when all of the Registrable Securities covered by the
Registration Statement are sold; or (iii) the date when Rule 144(k) is
available with respect to all of the securities covered by such Registration
Statement.



                    (b) Prepare and file with the SEC such amendments, including Registration
Statements, and supplements to such Registration Statement and the prospectus
used in connection with such Registration Statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such Registration Statement.



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                    (c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.



                    (d) Use its best efforts to register and qualify the securities covered by
such Registration Statement under such other securities or blue sky laws of
such jurisdictions as shall be reasonably requested by the Holders, provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.



                    (e) Notify each Holder of Registrable Securities covered by such
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing. In
such circumstance, the Company will use reasonable commercial efforts to
promptly update such prospectus to correct such untrue statement or disclose
the necessary material facts within the period of time the Company may delay
sales under Section 1.4(a)(iii) below.



                    (f) Cause all such Registrable Securities registered pursuant hereunder to
be listed on each securities exchange on which similar securities issued by the
Company are then listed.



          1.4 Restrictions on and Procedure for Sales Pursuant to a Registration
Statement.



                    (a) Each Holder agrees to the following:



                         (i) Notice to Company. If any Holder shall propose to sell any Shares,
the Holder shall notify the Company of its intent to do so on or before one (1)
business day prior to the date of such sale (the “Notice of Sale”), and the
provision of the Notice of Sale to the Company shall conclusively be deemed to
establish an agreement by such Holder to comply with the registration
provisions herein described. The Notice of Sale shall be deemed to constitute
a representation that any information previously supplied by such Holder is
accurate as of the date of such Notice of Sale.



                         (ii) Notice of Sale. The Notice of Sale in substantially the form
attached as Exhibit A shall be given in accordance with the provisions of
Section 3.5 hereof. However, the Holder may give the Notice of Sale orally by
telephoning the Chief Financial Officer at the Company at (510) 360-3786. An
oral Notice of Sale shall be deemed to have been received only at such time as
the selling Holder speaks directly with the Chief Financial Officer. In
addition, an oral Notice of Sale shall only be deemed effective if it is
followed by a written Notice of Sale received by the Company by personal
delivery or facsimile within twenty-four (24) hours after giving the oral
Notice of Sale.



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                         (iii) Delay of Sale. The Company may refuse to permit the Holder to
resell any Shares for a period of time not to exceed 30 days; provided,
however, that in order to exercise this right, the Company must deliver a
certificate in writing to the Holder to the effect that the Registration
Statement in its then current form contains an untrue statement of material
fact or omits to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. During any suspension period as contemplated by this
Section 1.4 (a)(iii), of which there shall be no more than two (2) in any
twelve (12) month period, the Company will not allow any of its officers or
directors to buy or sell shares of the Company’s securities.



                    (b) Representations of Holders. Each Holder hereby represents to and
covenants with the Company that, during the period in which any Registration
Statement effected pursuant to Section 1.2 remains effective, such Holder will:



                         (i) not engage in any stabilization activity in connection with any of the
Company’s securities;



                         (ii) cause to be furnished to any purchaser of the Shares and to the
broker-dealer, if any, through whom Shares may be offered, a copy of the
Prospectus; and



                         (iii) not bid for or purchase any securities of the Company or any rights
to acquire the Company’s securities, or attempt to induce any person to
purchase any of the Company’s securities or any rights to acquire the Company’s
securities, in each case, other than as permitted under the Exchange Act.



                    (c) Information for Use in Registration Statement. Each Holder covenants
to the Company that such Holder will complete the information requested by the
Selling Holder’s Questionnaire attached as Exhibit B hereto (the
“Questionnaire”), and further covenants to the Company that all information
provided by such Holder in the Questionnaire will be true, accurate and
complete as of the date provided. Each Holder understands that the written
information in the Questionnaire and all written representations made in this
Agreement are being provided to the Company specifically for use in, or in
connection with, the Registration Statement and the Prospectus, and has
executed this Agreement with such knowledge.



          1.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
securities as shall be required to effect the registration of such Holder’s
Registrable Securities.



          1.6 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any dispute that might arise with respect to the interpretation
or implementation of this Section 1.



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          1.7 Indemnification. In the event any Registrable Securities are included
in a Registration Statement under this Section 1:



               (a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, each Holder’s affiliates, and their respective officers,
directors, employees, representatives and agents, any underwriter (as defined
in the Act) for such Holder and each person, if any, who controls such Holder
or underwriter within the meaning of the Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a “Violation”): (i) any untrue statement
or alleged untrue statement of a material fact contained in such Registration
Statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the Exchange Act, any state securities law
or any rule or regulation promulgated under the Act, the Exchange Act or any
state securities law; and the Company will, to the extent permitted by law, pay
to each such Holder, underwriter or controlling person, as incurred, any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this subsection 1.7(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any such
Holder, underwriter or controlling person.



               (b) To the extent permitted by law, each selling Holder will severally
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such Registration Statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by such Holder
expressly for use in connection with such registration; and each such Holder
will pay, as incurred, any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this subsection 1.7(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 1.7(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity



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under this subsection 1.7(b) exceed the net proceeds from the offering
received by such Holder, except in the case of willful fraud by such Holder.



               (c) Promptly after receipt by an indemnified party under this Section 1.7
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 1.7, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by
such counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.7, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.7.



               (d) If the indemnification provided for in this Section 1.7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall, to the extent permitted by law, contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other
relevant equitable considerations; provided, that, in no event shall any
contribution by a Holder under this Subsection 1.7(d) exceed the net proceeds
from the offering received by such Holder, except in the case of willful fraud
by such Holder. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.



               (e) The obligations of the Company and Holders under this Section 1.7
shall survive the completion of any offering of Registrable Securities in a
Registration Statement under this Section 1.



          1.8 Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without



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registration or pursuant to a registration on Form S-3, the Company
agrees, for so long as it remains subject to the periodic reporting
requirements under Section 13 or 15(d) of the Exchange Act, to:



               (a) make and keep public information available, as those terms are
understood and defined in Rule 144;



               (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the Exchange Act; and



               (c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company as to
its compliance with the reporting requirements of the Exchange Act and the
rules and regulations promulgated thereunder, or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of
the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation
of the SEC which permits the selling of any such securities without
registration or pursuant to such form.



          1.9 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 1 may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
at least fifty percent (50%) of such securities, provided that the Company is
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being assigned; and provided, further, that such assignment shall be effective
only if the transferee agrees to be bound by this Agreement and such assignment
shall be effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted
under the Act. For the purposes of determining the number of shares of
Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a partnership who are partners or retired partners
of such partnership (including spouses and ancestors, lineal descendants and
siblings of such partners or spouses who acquire Registrable Securities by
gift, will or intestate succession) shall be aggregated together and with the
partnership; provided that all assignees and transferees who would not qualify
individually for assignment of registration rights shall have a single
attorney-in-fact for the purpose of exercising any rights, receiving notices or
taking any action under Section 1.



          1.10 Certain Limitations in Connection with Future Grants of Registration
Rights. From and after the date of this Agreement until the Registration
Statement is declared effective by the SEC, the Company shall not enter into
any agreement with any holder or prospective holder of any securities of the
Company providing for the granting to such holder of registration rights unless
such registration rights, if more favorable than those granted herein, are
extended to the Holders or their transferees permitted under paragraph 1.9.



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     2. Miscellaneous.



          2.1 Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.



          2.2 Governing Law. This Agreement and all acts and transactions pursuant
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
laws.



          2.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



          2.4 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.



          2.5 Notices. Unless otherwise provided herein, any notice required or
permitted by this Agreement shall be in writing and shall be deemed duly given
upon delivery, when delivered personally or by overnight courier or confirmed
facsimile and addressed to a Holder to be notified at such party’s address as
set forth on the signature page hereto or to the Company at its address on its
signature page hereto, or as subsequently modified by written notice. In the
event that any date provided for in this Agreement falls on a Saturday, Sunday
or legal holiday, such date shall be deemed extended to the next business day.
Notwithstanding the foregoing, any notice delivered pursuant to Section 1.3(e)
or Section 1.4 hereto must be made by personal delivery or confirmed facsimile
transmission.



          2.6 Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys’ fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.



          2.7 Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the holders of 80% of the Registrable
Securities then outstanding, provided, however, that any amendment hereof that
would materially adversely affect a Holder in a manner different from the other
Holders shall also require the consent of such adversely affected Holder. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any Registrable Securities then outstanding, each future
Holder of any such Registrable Securities, and the Company.



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          2.8 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.



          2.9 Entire Agreement. This Agreement, the Warrants, and the Purchase
Agreement all dated as of the date hereof, and the other documents delivered
pursuant hereto or contemplated hereby constitute the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof and thereof and supersede all prior agreements and understandings
among the parties relating to the subject matter hereof.



[Signature Pages Follow]




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     The parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 
	 	 	INSIGNIA SOLUTIONS, PLC
	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	 


	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Address:	 	 
	

	 	 	 	 	 	
 
	 
	
	 	 	 	 	 	

 







SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT




 









 








     The parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 	 	 
	 
	 
	 	 	
 
	 	 	[print legal name of registered holder]

	 
	 
	 
	
	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Address:	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	
 






SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT









 






EXHIBIT A




INSIGNIA SOLUTIONS PLC




NOTICE OF SALE




     Pursuant to the Registration Rights Agreement dated as of October 18, 2004
by and between Insignia Solutions plc (the “Company”) and the undersigned and
other entities, the undersigned hereby gives notice to the Company of the
undersigned’s intent to sell [_______] shares of the Company’s ADSs registered
pursuant to the Registration Statement on (File No.______).



	 	 	 	 	 	 	 	 	 
	Dated:
	 	, 200	 	 	 	By:	 	 
	 
	
 	 	 	
 	 	 	 	
 
	

	 	 	 	 	 	 	 	(signature)
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:	 	 
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	(print)
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Title:	 	 
	

	 	 	 	 	 	 	 	
 
	

	 	 	 	 	 	 	 	(if applicable)









	 	 	[Note: This Notice of Sale must be completed and delivered (via personal
delivery or facsimile) to the Chief Financial Officer of the Company on
or before one (1) business day before the date of sale of the shares of
the Company’s ADSs registered pursuant to the Registration Statement.]




 









 












EXHIBIT B




INSIGNIA SOLUTIONS, PLC




SELLING STOCKHOLDER’S QUESTIONNAIRE AND COVENANTS




Exhibit has been omitted and is available on request of the Registrant,