exv10w87



 




Exhibit 10.87

INSIGNIA SOLUTIONS PLC




AMERICAN DEPOSITARY SHARES

PURCHASE AGREEMENT




October 18, 2004




 









 





INSIGNIA SOLUTIONS PLC

AMERICAN DEPOSITARY SHARES

PURCHASE AGREEMENT




     This American Depositary Shares Purchase Agreement (the “Agreement”) is
entered into as of this 18th day of October, 2004 (the “Effective Date”) 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 individuals and entities listed on Schedule A hereto (each a “Purchaser”
and collectively the “Purchasers”).



SECTION 1




Sale of American Depositary Shares and Warrants




     1.1 Sale of American Depositary Shares. Subject to the terms and
conditions hereof, on the Closing Date (as defined below), the Company will
issue to each Purchaser, and each Purchaser will subscribe to the Company for,
that portion of the Purchased Shares (as defined below) set forth opposite each
such Purchaser’s name on Schedule A attached hereto at the Stock Purchase Price
(as defined below). The term “Purchased Shares” shall mean an aggregate of
3,208,499 American depositary shares (“ADSs”), each ADS representing one
ordinary share, 20 pence per share nominal value, of the Company (an “Ordinary
Share”). The aggregate Stock Purchase Price is $1,540,080.64. The Stock
Purchase Price per Purchased Share is seventy five percent (75%) of the average
closing sale price of the Company’s ADSs over the five trading day period
ending on the trading day prior to the Closing Date, as reported on the Nasdaq
Market, provided however that the Stock Purchase Price per Purchased Share
shall be no greater than $0.48 per ADS (subject to adjustment for share
subdivisions in the share capital of the Company dividends and the like), and
provided further that in no event shall the Stock Purchase Price per Purchased
Share shall be no less than the U.S. Dollar equivalent of 20 pence per ADS.



     1.2 Issuance of Closing Date Warrants. Subject to the terms and
conditions hereof, on the Closing Date, the Company will issue warrants to
purchase that portion of the Warrant Shares (as defined below) of the Company
(the “Closing Date Warrants”), in substantially the form attached as Exhibit A
hereto, to each Purchaser as set forth opposite each such Purchaser’s name on
Schedule A attached hereto. The exercise price per Warrant Share under the
Closing Date Warrants shall be $1.06 (subject to adjustment for stock
sub-divisions, dividends and the like). The purchase price of the Closing Date
Warrants shall be $0.0001 per Warrant Share (the “Warrant Purchase Price” and
together with the Stock Purchase Price, the “Purchase Price”). The Purchased
Shares and the Warrant Shares are sometimes referred to herein as the
“Securities.” The aggregate number of shares issuable under the Closing Date
Warrants is 802,127 ADSs of the Company (subject to adjustment for stock
sub-divisions, dividends and the like), which is equal to twenty five percent
(25%) of the Purchased Shares.



     1.3 Closing Date. The closing (the “Closing”) of the purchase and sale of
the Purchased Shares and the Closing Date Warrants shall be held at the offices
of Heller Ehrman/Venture Law Group, 2775 Sand Hill Road, Menlo Park, California
as soon as practical



 









 




after the closing conditions in Sections 4 and 5 have been met or waived,
but no later than 1:45 p.m. on the second business day after the date of this
Agreement or as otherwise agreed between the Company and the Purchasers
purchasing eighty percent (80%) of the Purchased Shares (the date of the
Closing is hereinafter referred to as the “Closing Date”).




     1.4 Delivery. At the Closing, the Company will deliver to each Purchaser
(i) a binding and irrevocable instruction letter to the Company’s transfer
agent (Bank of New York) instructing the transfer agent to issue an American
Depositary Receipt to such Purchaser representing the Purchased Shares and (ii)
the Closing Date Warrant, against payment of the Purchase Price, by wire
transfer of immediately available funds.



     1.5 Legend. The certificate or certificates for the Securities (and any
securities issued in respect of or exchange for the Securities) shall be
subject to a legend or legends restricting transfer under the Securities Act of
1933, as amended (the “Securities Act”) and referring to restrictions on
transfer herein, such legends to be substantially as follows:



          (a) Legend for Securities sold to Purchasers resident in the United
States:



     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH
RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF
COUNSEL FOR THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT.



          (b) Legend for Securities sold to Purchasers resident outside the United
States:



     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE ACT OR ANOTHER EXEMPTION FROM
REGISTRATION, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.



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     The legends set forth above shall be removed and the Company shall issue a
certificate without such legends to the holder of any of the Securities upon
which it is stamped, if (a) the sale of such Security is registered under the
Securities Act, or (b) in connection with the resale of such Security, such
holder provides the Company with an opinion of counsel reasonably acceptable to
the Company, in form, substance and scope customary for opinions of counsel in
comparable transactions, to the effect that a public sale or transfer of such
Securities may be made without registration under the Securities Act, or (c)
the Security can be sold to the public pursuant to Rule 144 under the
Securities Act (“Rule 144”) and a registered broker-dealer provides to the
Company a customary broker’s Rule 144 letter, or (d) such holder provides the
Company with reasonable assurances that such Securities can be sold under Rule
144(k) of the Securities Act. Each Purchaser agrees to sell all Securities,
including those represented by a certificate(s) from which the legends have
been removed, pursuant to an effective registration statement or under an
exemption from the registration requirements of the Securities Act.



     1.6 Independent Nature of Investors’ Obligations and Rights. The
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. The decision of each Purchaser to purchase Securities
pursuant to this Agreement has been made by such Purchaser independently of any
other Purchaser. Nothing contained herein, and no action taken by any
Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated
hereby. Each Purchaser acknowledges that no other Purchaser has acted as agent
for such Purchaser in connection with making its investment hereunder and that
no Purchaser will be acting as agent of such Purchaser in connection with
monitoring its investment in the Securities or enforcing its rights under this
Agreement. Each Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined
as an additional party in any proceeding for such purpose.



SECTION 2




Representations and Warranties of the Company




     The Company hereby represents and warrants to each Purchaser that, except
as set forth on a Disclosure Schedule delivered to the Purchasers prior to the
date of this Agreement, as of the Effective Date, the following representations
are true and complete as of the Closing Date. For purposes of these
representations and warranties, the term the “Company” shall include the
following operating subsidiaries of the Company: Insignia Solutions Inc., a
Delaware corporation, Insignia Solutions International Limited., organized
under the laws of England and Wales and Insignia Solutions France SARL,
organized under the laws of France.



     2.1 Organization. The Company is a corporation duly organized and validly
existing under its jurisdiction of incorporation. The Company has the
requisite corporate power and authority to own its properties, and to carry on
its business as presently conducted. The



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Company is qualified to do business as a foreign corporation in each
jurisdiction in which the ownership of its property or the nature of its
business requires such qualification, except where failure to so qualify would
not have a materially adverse effect on the Company. Except as listed on the
Disclosure Schedule, the Company has no subsidiaries or equity interest in any
other entity. Each of the Company’s subsidiaries is wholly-owned by Insignia
Solutions, plc, duly organized and validly existing under the laws of the
jurisdiction of its incorporation, except where such failure does not have a
materially adverse effect on the Company.




     2.2 Share Capital. The authorized share capital of Insignia Solutions,
plc consists of: (i) 75,000,000 Ordinary Shares, of which at October 4, 2004,
29,403,396 shares are issued and outstanding, of which 28,575,189 shares are
represented by ADSs, and 828,207 shares are Ordinary Shares in certificated
form, and (ii) 3,000,000 Preferred Shares with an amount paid up per share
liquidation preference, of which as of the date hereof, no shares are issued
and outstanding. Of the unissued Ordinary Shares, 8,572,071shares are reserved
for issuance pursuant to the Company’s share option plans, of which
approximately 4,370,113 shares are issuable pursuant to outstanding options and
3,026,966 remain available for future grants. In addition, 334,799 shares are
available for future grants pursuant to the Company’s 1995 Employee Share
Purchase Plan. Also, 1,151,394 shares are reserved for issuance pursuant to
warrants, notes and other convertible or exercisable securities (other than
share options issued pursuant to the Company’s share option plans). All issued
shares have been validly issued and are fully paid. Except as disclosed in the
Disclosure Schedule, there are no other options, warrants, conversion
privileges or other contractual rights presently outstanding to purchase or
otherwise acquire any shares of the Company’s share capital or other securities
other than pursuant to the Company’s stock plans. There are no preemptive
rights or rights of first refusal or similar rights with respect to the
issuance and sale of the Securities.



     2.3 Authorization. The Company has full corporate power and authority to
enter into and perform this Agreement, the Warrants and the Registration Rights
Agreement to be executed by it substantially in the form attached hereto as
Exhibit B (the “Registration Rights Agreement,” and collectively with this
Agreement and the Warrants (the “Transaction Documents”). The Transaction
Documents have been duly authorized, executed and delivered by the Company and
constitute legal, valid and binding obligations of the Company enforceable in
accordance with their respective terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies,
and to limitations of public policy and English law as they may apply to the
indemnification and contribution obligations pursuant to Section 1.7 of the
Registration Rights Agreement.



     2.4 Valid Issuance. The Purchased Shares, Warrants and Warrant Shares are
duly authorized, and when issued, in accordance with the terms of the
Transaction Documents: (i) will be duly and validly issued, fully paid and free
and clear of any taxes, liens, claims, preemptive or similar rights or
encumbrances imposed by or through the Company (except with respect to the
Company’s obligation to notify the Inland Revenue in the United Kingdom of the
issue of ADSs pursuant to section 68 of the United Kingdom Finance Act 1986);
(ii) based in part upon the representations of the Purchasers in this
Agreement, will be issued, sold and delivered in



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compliance with all applicable federal and state securities laws; and
(iii) the holders of the Purchased Shares (and upon payment of the aggregate
Exercise Price (as defined in the Warrants), the Warrant Shares) will be
entitled to all the rights, preferences and privileges of the Company’s ADSs.
The Company has sufficient authorized but unissued share capital out of which
it will be able to allot and issue the Warrant Shares at such time as the
Warrants are exercised.




     2.5 No Conflict. Except as disclosed in the Disclosure Schedule, the
execution and delivery of the Transaction Documents do not, and the
consummation of the transactions contemplated hereby and thereby will not,
conflict with, or result in any violation of, breach or default (with or
without notice or lapse of time, or both), or give rise to a right of
termination, cancellation or acceleration of any obligation or to a loss of a
material benefit, under, any provision of the Articles of Association or the
Memorandum of Association or any material agreement attached as an exhibit to
the Company’s SEC Documents (as defined below), or any judgment, order, decree,
statute, law, or ordinance applicable to the Company, its properties or assets,
which conflict, violation, default or right would have a material adverse
effect on the business, properties, prospects, financial condition or
operations of the Company.



     2.6 SEC Documents. Except as disclosed in the Disclosure Schedule, the
Company has filed with the Securities and Exchange Commission (the “SEC”): (i)
the Company’s Annual Report on Form 10-K for the year ended December 31, 2003,
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and
June 30, 2004, (iii) the Company’s Proxy Statement for the 2004 Annual Meeting
of Stockholders, and (iv) all Current Reports on Form 8-K required to be filed
by the Company with the Commission since December 31, 2003, copies of which
have been made available to the Purchasers (the “SEC Documents”). The SEC
Documents have been timely filed, were in substantial compliance with the
requirements of their respective forms when filed, were complete and correct in
all material respects as of the dates at which the information was furnished,
and contained (as of such dates) no untrue statement of a material fact nor
omitted to state a material fact necessary in order to make the statements made
therein in light of the circumstances in which made not misleading; provided
however that any information set forth in any SEC Document that is a
forward-looking statement as defined in Rule 175(c) promulgated by the SEC
under the Securities Act shall not be deemed to contain an untrue statement of
material fact as long as such forward-looking statement was made at the time
with a reasonable basis and in good faith. Any statements made in any such SEC
Documents that are or were required to be updated or amended under applicable
law have been so updated or amended.



     2.7 Governmental Consents, etc. No consent, approval or authorization of
or designation, declaration or filing with any governmental authority on the
part of the Company is required in connection with the valid execution and
delivery of the Transaction Documents, or the consummation of any other
transaction contemplated hereby and thereby, except (i) such filings as may be
required for purposes of effecting compliance with the securities and blue sky
laws in the states in which the Securities are offered and/or sold (which
compliance will be effected in accordance with such laws), and (ii) the
Company’s obligation to notify the Inland Revenue in the United Kingdom of the
issue of the ADSs pursuant to Section 68 of the United Kingdom Act 1986.



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     2.8 Litigation. Other than as set forth in the SEC Documents, there is no
action, suit, proceeding, claim, arbitration or investigation pending or as to
which the Company has received any notice of assertion against the Company,
which could reasonably be expected to result in a material adverse effect on
the business, properties, prospects, financial condition or operations of the
Company.



     2.9 No Material Change. Except as disclosed on the Disclosure Schedule,
since June 30, 2004, the Company has not incurred any material liabilities or
obligations, direct or contingent, nor has the Company bought back any of its
share capital, nor paid or declared any dividends or entered into any
transactions not in the ordinary course of business; and there has been no
change in the capital stock or consolidated long term debt or short term
obligations (other than in the ordinary course) of the Company or a material
adverse change in the business, properties, prospects, financial condition or
operations of the Company; provided, however that changes in the ordinary
course of business consistent with past practices, including but not limited to
the use of cash, variances in revenue and increases in liabilities in the
ordinary course of business consistent with past practices, shall not be deemed
to be a material adverse change.



     2.10 No Material Default. The Company (a) is not in violation of or
default under any provision of its Articles of Association or Memorandum of
Association, and (b) is not in violation of or default in any material respect
under any provision of (i) any federal or state judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to the Company, or (ii)
any material agreement attached as an exhibit to the SEC Documents, except such
violations or defaults as would not alone or in the aggregate have a material
adverse effect on the business, properties, prospects, financial condition or
operations of the Company.



     2.11 Disclosure. No representation or warranty of the Company contained
in this Agreement, the exhibits attached hereto or the SEC Documents, as
updated by the Disclosure Schedule dated concurrently herewith (when read
together and taken as a whole), contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained herein or therein in light of the circumstances under
which they were made not misleading.



     2.12 Solicitation. Neither the Company nor any of its subsidiaries or
affiliates, nor any person acting on its or their behalf, (i) has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D) in connection with the offer or sale of the Securities or (ii)
has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under any circumstances that would
require registration of the Securities under the Securities Act.



     2.13 Intellectual Property Rights. The Company owns or possesses adequate
rights or licenses to use all material trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, trade secrets and other intellectual property rights
necessary to conduct its business as now conducted (the “Intellectual Property
Rights”). Except as set forth in the Disclosure Schedule, none of the
Company’s Intellectual Property Rights have expired or been terminated. The
Company does not have any knowledge of any infringement by the Company of any
material Intellectual Property Rights of



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others, and, except as set forth on the Disclosure Schedule, there is no
claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company regarding any third party
Intellectual Property Rights, which could reasonably be expected to have a
material adverse effect on the business, properties, prospects, financial
condition or operations of the Company. Each employee, consultant and officer
of the Company has executed an agreement with the Company regarding
confidentiality and proprietary information substantially in the form or forms
delivered to the counsel for the Purchasers, which the Company believes
contains provisions that are sufficient to protect the confidentiality of all
technical information developed by and belonging to the Company. The Company
is not aware that any of its employees or consultants is in violation thereof.
The Company is not aware that any of its employees is obligated under any
contract (including licenses, covenants or commitments of any nature) or other
agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would interfere with the use of such employee’s
best efforts to promote the interest of the Company or that would conflict with
the Company’s business.




     2.14 Eligibility to Use Form S-3. The Company is currently eligible to
use Form S-3 for the registration of the Securities.



     2.15 Company not an “Investment Company”. The Company is not, and
immediately after receipt of payment for the Shares will not be, an “investment
company” or an entity “controlled” by an “investment company” within the
meaning of the Investment Company Act of 1940.



     2.16 NASDAQ Compliance. The Company’s ADSs are listed on The Nasdaq
SmallCap Market (the “Nasdaq SmallCap Market”). Except as disclosed in the
Disclosure Schedule, the Company is currently in material compliance with the
listing and maintenance requirements for continued listing of the ADSs on the
Nasdaq SmallCap Market



     2.17 Questionable Payments. Neither the Company nor, to the knowledge of
the Company, any of its current or former directors or officers, has on behalf
of the Company or in connection with its business: (a) used any corporate funds
for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; (b) made any direct or indirect unlawful
payments to any governmental officials or employees from corporate funds; (c)
made any fictitious entries on the books and records of the Company; or (d)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment of any nature.



     2.18 Registration Rights. Except as may be described in, or filed as
exhibits to, the SEC Documents, the Company has not granted or agreed to grant
to any person any rights (including “piggy-back” registration rights) to have
any securities of the Company registered with the SEC or any other governmental
authority which have not be satisfied.



     2.19 Insurance. The Company maintains insurance with financially sound
and reputable insurers in such amounts and covering such risks as is reasonably
adequate and consistent with industry practice for the conduct of its business
and the value of its property, all



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of which insurance is in full force and effect. The Company has not
received notice from any insurer that has issued any insurance policy to the
Company that such insurer intends to deny coverage under or cancel, discontinue
or not renew any insurance policy presently in force.




     2.20 No Additional Agreements. The Company does not have any agreement or
understanding with any Purchaser with respect to the transactions contemplated
by this Agreement other than as specified in this Agreement.



     2.21 Governmental Authorizations. The Company has all permits, licenses
and other authorizations of governmental authorities that are required for the
conduct of its business and operations as presently conducted, the lack of
which could materially and adversely affect the assets, financial condition,
business prospects or operations of the Company. The Company is in material
compliance with the provisions of its material permits, licenses and other
governmental authorizations.



SECTION 3




Representations and Warranties of the Purchasers




     Each Purchaser hereby represents and warrants to the Company as follows as
of the Effective Date:



     3.1 Investment. The Purchaser is acquiring the Securities and the Warrant
for its own account, not as a nominee or agent and with no present intention of
selling or otherwise distributing any of the Securities. Purchaser understands
that, except as provided in the Registration Rights Agreement, the Securities
purchased by the Purchaser from the Company pursuant to this Agreement have not
been, and will not be, registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent and the accuracy of the Purchaser’s representations as
expressed herein. Notwithstanding the foregoing, the Company acknowledges that
Purchaser does not commit to hold the Securities or the Warrant for any minimum
period of time, and that sales of such Securities or Warrant may be made any at
time pursuant to valid registration or exemption under the Securities Act.



     3.2 Accredited Investor. The Purchaser is an “accredited investor” as
defined by Rule 501(a) of the Securities Act. The SEC Documents have been made
available to the Purchaser. The Purchaser has such business and financial
experience as is required to give it the capacity to protect its own interests
in connection with the purchase of the Securities.



     3.3 Financial Services and Markets Act 2000 (Financial Promotion) Order
2001 (S12001/1335), as amended, (“FPO”). To the extent that the Purchaser is a
resident of the United Kingdom or would otherwise be subject to the Financial
Services and Markets Act 2000, the Purchaser is either a person of a kind
described in Article 19 (Investment Professionals), Article 49 (High Net Worth
Companies, Unincorporated Association etc) and/or Article 50 (Sophisticated
Investors) of FPO, as presently in effect.



     3.4 Authority. The Transaction Documents have been duly executed and
delivered



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by the Purchaser and constitute legal, valid and binding obligations of
the Purchaser, enforceable in accordance with their respective terms, subject
to laws of general application relating to bankruptcy, insolvency and the
relief of debtors and rules of law governing specific performance, injunctive
relief or other equitable remedies, and to limitations of public policy. The
execution and delivery of the Transaction Documents do not, and the
consummation of the transactions contemplated hereby and thereby will not,
conflict with or result in any violation of any obligation under any judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to the
Purchaser.




     3.5 Government Consents, etc. No consent, approval or authorization of or
designation, declaration or filing with any governmental authority on the part
of the Purchaser is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or issuance of the Securities,
or the consummation of any other transaction contemplated hereby other than
those filings required the Exchange Act.



     3.6 Investigation. The Purchaser has had a reasonable opportunity to
discuss the Company’s business, management and financial affairs with the
Company’s management.



     3.7 Stock Ownership. Except as disclosed in a letter attesting to the
number of shares held by such Purchaser, which letter shall be signed by such
Purchaser and delivered to the Company prior to the Closing, neither the
Purchaser nor any group of which it is a member or to which it is related or
with which it is affiliated, beneficially owns (including the right to acquire
or vote) any securities of the Company as of the date hereof.



     3.8 Consent to Disclosure. Purchaser understands that the name and
address of such Purchaser as provided to Nash Fitzwilliams Ltd (“NFL”) will be
included on the Schedule of Purchasers attached as Schedule A hereto, and will
be publicly filed with the Securities and Exchange Commission. Such
information will also be publicly filed in connection with the Registration
Statement, as defined in the Registration Rights Agreement. To the extent such
Purchaser is a resident of the European Community, such Purchaser hereby
consents to such disclosure and processing in accordance with the Data
Protection Act of 1998 of the United Kingdom of England and Wales: (A) in
connection with (i) its purchase of Shares and Warrants; (ii) the issuance of a
certificate representing the Shares and Warrants in the name of such Purchaser
and (iii) the Company’s obligation to deliver to such Purchaser any notices and
other communications that may be required by the terms of this Agreement or
otherwise; (B) as may be required by law or other regulatory body.



     3.9 Regulation S Representations. If the Purchaser’s address as listed on
Schedule A hereto is an address outside of the United States, such Purchaser
(i) represents that such Purchaser is not a “U.S. person,” as defined under
Regulation S of the Securities Act (a “U.S. Person”), and is not acquiring the
Securities or the Warrant (or the shares issuable on exercise of the Warrant)
for the account or benefit of a U.S. Person, (ii) agrees to resell the
Securities and the shares issuable on exercise of the Warrant only (a) in
accordance with the provisions of Regulation S, (b) pursuant to registration
under the Securities Act, or (c) pursuant to an available exemption from
registration, and (iii) agrees not to engage in hedging transactions with
regard to



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the Securities and the shares issuable on exercise of the Warrant unless
in compliance with the Securities Act.




SECTION 4




Conditions to Obligations of the Purchasers




     The obligations of each Purchaser to the Company under this Agreement are
subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived by such Purchaser:



     4.1 Representations and Warranties Correct. The representations and
warranties made by the Company in Section 2 shall be true and correct in all
material respects when made and on and as of the Closing Date with the same
effect as though such representations and warranties had been made on and as of
the Closing Date.



     4.2 Covenants. All covenants, agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects.



     4.3 No Action, Etc. Pending. There shall not at Closing be in effect any
action, order, or other proceeding, preventing, enjoining or otherwise
restraining the transactions contemplated by this Agreement.



     4.4 Compliance Certificate. The Company shall have delivered to the
Purchasers a certificate substantially in the form attached hereto as Exhibit C
executed by a duly authorized officer, dated the Closing Date, certifying to
the fulfillment of the conditions specified in Sections 4.1 and 4.2 and
certifying that, since the date of the Company’s most recent filing with the
SEC, there has not been any material adverse change in the business,
properties, prospects, financial condition or operations of the Company;
provided, however that changes in the ordinary course of business consistent
with past practices, including but not limited to the use of cash, variance in
revenues, and increases in liabilities in the ordinary course of business
consistent with past practices, shall not be deemed to be a material adverse
change.



     4.5 Related Agreements. On or before the Closing, the Company and the
Purchasers shall have executed and delivered counterparts of the Registration
Rights Agreement in the form attached hereto as Exhibit B.



     4.6 Legal Opinion. The Purchasers shall have received a legal opinion
from Heller Ehrman White & McAuliffe LLP, counsel to the Company, in
substantially the form attached as Exhibit 4.6.



     4.7 Minimum Investment. The Company shall receive a minimum of $
1,000,000 of aggregate purchase price in connection with the Closing (excluding
commissions, fees and expenses payable in connection with the Closing).



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     4.8 Listing. Promptly after the Closing, the Company shall file a Notice
of Listing Additional Shares with respect to the listing of the Shares on the
Nasdaq SmallCap Market.



SECTION 5




Conditions to Obligations of the Company




     The obligations of the Company under this Agreement are subject to the
fulfillment on or prior to the Closing of each of the following conditions,
unless otherwise waived by the Company:



     5.1 Representations and Warranties Correct. The representations and
warranties made by the Purchasers in Section 3 hereof shall be true and correct
in all material respects when made and on and as of the Closing Date with the
same effect as though such representations and warranties had been made on and
as of the Closing Date.



     5.2 Performance. All covenants, agreements and conditions contained in
this Agreement to be performed by the Purchaser on or prior to the Closing Date
shall have been performed or complied with in all material respects.



     5.3 No Action, Etc. Pending. There shall not at Closing be in effect any
action, order or other proceeding, preventing, enjoining or otherwise
restraining the transactions contemplated by this Agreement.



     5.4 Counterpart Signatures. All parties to the Transaction Documents
other than the Company shall have executed and delivered their signature pages
to the Transaction Documents to the Company.



SECTION 6




Post-Closing Covenants of the Company




     6.1 Monthly Penalty Warrants. If the Registration Statement on Form S-3
(the “Registration Statement”) contemplated in the Registration Rights
Agreement has not been declared effective by the Securities and Exchange
Agreement before the date that is ninety (90) days after the Closing Date (the
“Effectiveness Deadline”), the Company will issue on the Effectiveness Deadline
to each of the Purchasers a warrant (a “Monthly Penalty Warrant”) to purchase
ADSs equal to 1% of the shares purchased by such Purchaser at the Closing
pursuant to Section 1.1, as set forth on Schedule A hereto. If the
Registration Statement has not been declared effective before the one month
anniversary of the Effectiveness Deadline, the Company will issue on the
monthly anniversary of the Effectiveness Deadline to each Purchaser an
additional Monthly Penalty Warrant to purchase ADSs equal to 1% of the shares
purchased by such Purchaser at the Closing pursuant to Section 1.1, as set
forth on Schedule A hereto, and provided further that the Company will issue an
additional Monthly Penalty Warrant to each Purchaser on each subsequent monthly
anniversary of the Effectiveness Deadline, if the Registration Statement has
not been declared effective before such monthly anniversary of the
Effectiveness Deadline. The exercise price for the shares underlying each
Monthly Penalty



-11-









 




Warrant shall be the greater of: (i) 110% of the 5-day average closing
sale price ending on the day prior to the Closing Date or (ii) 110% of the
5-day average closing sale price ending on the day prior to the issuance date
of the applicable Monthly Penalty Warrant, provided however that the exercise
price for the shares underlying the Monthly Penalty Warrants shall never be
less than the U.S. Dollar equivalent of 20 pence per ADS, calculated by
reference to the average currency conversion rate quoted by the Bank of America
in London as the price for Pounds Sterling purchased with U.S. Dollars
prevailing at the date the Monthly Penalty Warrant is exercised.
Notwithstanding any provision hereof to the contrary, the Company shall not be
required or permitted to issue any ordinary shares as part of the Monthly
Penalty Warrants (or have its transfer agent or depositary issue any ADSs), if
such issuance would breach the Company’s obligations under the United Kingdom
Companies Act 1985. Furthermore, the number of ADS and/or underlying shares to
be issued upon exercise of all or any of the Monthly Penalty Warrants shall not
exceed in the aggregate 192,522 shares.




     6.2 Securities Law Disclosure; Publicity. The Company shall, (a) at or
prior to 8:30 a.m., Eastern Standard Time, on the first day following the
Closing Date on which trading occurs on the Nasdaq SmallCap Market (a “trading
day”), issue a press release reasonably acceptable to Purchasers, disclosing
the transactions contemplated hereby, and (b) on or before the second trading
day following the Closing file a Current Report on Form 8-K with the SEC (the
“8-K Filing”) describing the transactions contemplated hereby and including
this Agreement and the form of Warrant as exhibits thereto, in the form
required by the Exchange Act. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any filing with the SEC (other than pursuant to the Registration
Statement and exhibits to the 8-K Filing and other periodic filings made by the
Company under the Exchange Act) or the NASD (other than pursuant to an
application for the listing of the Shares on the Nasdaq SmallCap Market),
without the prior written consent of such Purchaser, except to the extent such
disclosure is required by law or NASD regulations, in which case the Company
shall provide the Purchasers with prior notice of such disclosure.



     6.3 Right of First Offer. If during the six months after the closing of
this Agreement (the “Restricted Period”) the Company proposes to offer any
shares other than (1) in connection with any future grant of options, warrants
or the issuance of additional securities to employees, officers, directors or
consultants of the Company pursuant to a stock option plan or stock purchase
plan duly adopted by the Company’s board of directors and in effect on the date
hereof, or in respect of the issuance of the Company’s Common Stock upon
exercise of any such securities, (2) in connection with the exercise of
warrants or other convertible securities that are outstanding as of the date of
this Agreement, (3) in connection with a bona fide joint venture or development
agreement or strategic partnership, the primary purpose of which is not to
raise equity capital, (4) in connection with bona fide acquisitions, mergers or
similar transactions, the terms of which are approved by the Board of Directors
of the Corporation, or (5) pursuant to that certain Securities Subscription Agreement
between the Company and Fusion Capital Fund II, LLC, as may be amended(“RFO
Shares”) the Company shall first make an offering of such RFO Shares to each
Purchaser in accordance with the following provisions:



          (a) The Company shall deliver a notice (the “RFO Notice”) to the
Purchasers stating (i) its bona fide intention to offer such RFO Shares, (ii)
the number of such RFO Shares



-12-









 




to be offered, and (iii) the price and terms, if any, upon which it proposes to
offer such RFO Shares.




          (b) Within 5 calendar days after delivery of the RFO Notice, the Purchaser
may elect to purchase for cash, at the price and on the terms specified in the
RFO Notice, up to that portion of such RFO Shares which equals the product of:
1) the number of Purchased Shares purchased and then held by such Purchaser
divided by the total number of Purchased Shares, multiplied by 2) the aggregate
Stock Purchase Price divided by the proposed aggregate purchase price of the
RFO Shares. Such purchase shall be completed at the same closing as that of
any third party purchasers or at an additional closing thereunder.



          (c) The Company may, following the expiration of the period provided in
subsection 6.3(b) hereof, offer the remaining unsubscribed portion of the RFO
Shares to any person or persons at a price not less than, and upon terms no
more favorable to the offeree than those specified in the RFO Notice.



     6.4 Price Protection. If during the Restricted Period the Company closes
a sale of RFO Shares, in which the per share purchase price of the RFO Shares
is less than the Stock Purchase Price per Purchased Share, then, subject to and
contingent upon the Company’s receipt of the requisite shareholder approval
needed in order to ensure that the shares issued under this Section 6.4 do not
result in a violation of Nasdaq Rule 4350(i)(1)(D) or of the Companies Act 1985
and the Company’s Articles of Association, the Company will issue each
Purchaser credited as fully paid up at par by capitalization of the Company’s
share premium account that number of Ordinary Shares in the capital of the
Company, represented by ADSs (the “Price Protection Shares”) such that the
quotient of (i) such Purchaser’s aggregate Purchase Price for Purchased Shares
as listed on Exhibit A hereto divided by (ii) the sum of such Purchaser’s
Purchased Shares as listed on Exhibit A hereto plus such Purchaser’s additional
Price Protection Shares, equals the purchase price per share of the RFO Shares.



     6.5 Use of Proceeds. The proceeds of the sale of the Common Shares and
the Warrants hereunder shall be used by the Company for working capital and
general corporate purposes.



SECTION 7




Miscellaneous




     7.1 Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties 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 law.



     7.2 Filings. The parties shall consult and fully cooperate with and
provide assistance to each other in preparing and filing as soon as practicable
all consents, approvals and authorizations reasonably necessary or advisable to
be made or obtained from any third-party or governmental agency in order to
consummate the transactions contemplated hereby.



-13-









 





     7.3 Successors and Assigns. Neither party may assign its rights or
obligations under this Agreement, except with the prior written consent of the
other party. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their permitted successors and assigns. The
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties to this
Agreement.



     7.4 Entire Agreement; Amendment. This Agreement, the Warrants, the
Registration Rights Agreement 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. Any term of this Agreement may be
amended or waived only with the written consent of the Company and the
Purchasers holding 80% of the Purchased Shares. Any amendment or waiver
effected in accordance with this Section 7.4 shall be binding upon the
Purchasers and each transferee of the Securities, each future holder of all
such Securities, and the Company.



     7.5 Notices and Dates. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier and
addressed to the party to be notified at such party’s address as set forth
below, or to the Company at its address specified 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.



	 	 	 	 	 	 	 
	 	 	If to the Company:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Insignia Solutions plc

41300 Christy Street

Fremont, CA 94538
	

	 	 	 	Telephone:
	 	510-360-3700
	

	 	 	 	Facsimile:
	 	510-360-3702
	

	 	 	 	Attention:
	 	Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	With a copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Heller Ehrman/Venture Law Group

2775 Sand Hill Road

Menlo Park, CA 94025
	

	 	 	 	Telephone:
	 	650-854-4488
	

	 	 	 	Facsimile:
	 	650-324 0638
	

	 	 	 	Attention:
	 	Laurel Finch
	 
	 	 	 	 	 	 
	 	 	If to Purchasers:	 	to the address listed on Schedule A for each Purchaser
	 
	 	 	 	 	 	 
	 	 	And with a copy to:	 	Nash Fitzwilliams, Ltd.
	

	 	 	 	 	 	31 Old Burlington Street
	

	 	 	 	 	 	London, W1S 3AS







-14-









 





	 	 	 
	 

	 	Tel: 011(44)(0)20 7851 7303
	

	 	Fax: 011(44)(0)20 7851 7301







     7.7 Brokers.



          (a) Other than Nash Fitzwilliams Ltd. (“Nash Fitzwilliams”) the Company
has not engaged, consented to or authorized any broker, finder or intermediary
to act on its behalf, directly or indirectly, as a broker, finder or
intermediary in connection with the transactions contemplated by this
Agreement. The Company hereby agrees to indemnify and hold harmless the
Purchasers from and against all fees, commissions or other payments owing to
any party acting on behalf of the Company hereunder other than Nash
Fitzwilliams.



          (b) No Purchaser has engaged, consented to or authorized any broker,
finder or intermediary to act on its behalf, directly or indirectly, as a
broker, finder or intermediary in connection with the transactions contemplated
by this Agreement. Each Purchaser hereby agrees to indemnify and hold harmless
the Company from and against all fees, commissions or other payments owing to
any party acting on behalf of the Purchaser hereunder.



     7.8 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.



     7.9 Costs and Expenses. Each party hereto shall pay its own costs and
expenses incurred in connection herewith, including the fees of its counsel,
auditors and other representatives, whether or not the transactions
contemplated herein are consummated.



     7.10 No Third Party Rights. Nothing in this Agreement shall create or be
deemed to create any rights in any person or entity not a party to this
Agreement.



     7.11 Publicity. The Purchasers and the Company shall not issue any public
statement concerning the transactions contemplated by this Agreement and naming
the parties therein without the reasonable prior written consent of the parties
named in such public statement; provided, however, that the parties may
disclose the transaction or the terms hereof or thereof from time to time
without the approval of the party whose name is disclosed if (i) such approval
has been requested and not received and such party concludes (after consulting
with counsel) that it is required by law to disclose the transaction or the
terms thereof or (ii) to the extent that similar disclosure has been previously
approved pursuant to this Section 7.11.



     7.12 Captions and Headings. The captions and headings used herein are for
convenience and ease of reference only and are not intended to be a part of or
to affect the meaning or interpretation of this Agreement.



     7.13 Counterparts. This Agreement may be executed in counterparts, and
each such counterpart shall be deemed an original for all purposes.



[Signature Pages Follow]




-15-









 





     IN WITNESS WHEREOF, the parties hereto have caused this American
Depositary Shares Purchase Agreement to be executed by their respective
authorized officers as of the date first written above.



	 	 	 	 	 
	 	 	INSIGNIA SOLUTIONS, PLC
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Its:	 	 
	

	 	 	 	








SIGNATURE PAGE TO AMERICAN DEPOSITARY SHARES PURCHASE AGREEMENT




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this American
Depositary Shares Purchase Agreement to be executed by their respective
authorized officers as of the date first written above.



	 	 	 	 	 	 	 
	 	 	

	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	

	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








SIGNATURE PAGE TO AMERICAN DEPOSITARY SHARES PURCHASE AGREEMENT




 









 





SCHEDULE A

SCHEDULE OF PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly Penalty
	Name and Address of Purchaser
	 	Purchase Price
	 	Purchased Shares
	 	Closing Date Warrant Shares
	 	Warrant Shares

	Hare & Co.
	 	$	100,000	 	 	 	208,333	 	 	 	52,083	 	 	 	2,083	 
	C/O Finsbury Technology Trust
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Close Finsbury Asset Management
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10 Crown Place
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	London EC2A 4BT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark Glatman
	 	$	45,000	 	 	 	93,750	 	 	 	23,438	 	 	 	938	 
	c/o Abstract Securities Ltd.
Queens House
34 Wellington Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Leeds LS1
2DE UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	John Kirkland
	 	$	45,000	 	 	 	93,750	 	 	 	23,438	 	 	 	938	 
	c/o Bowmer & Kirkland
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High Edge Court
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Heage Belper
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Derbyshire DE56 2BW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Willbro Nominees
	 	$	10,000	 	 	 	20,833	 	 	 	5,208	 	 	 	208	 
	C/o William de Broe
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6 Broadgate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	London EC2M 2RP
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Terry Davis
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intercontinental Services Limited
	 	$	25,000	 	 	 	52,083	 	 	 	13,021	 	 	 	521	 
	c/o Pinnacle Trustees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1 Britannia Place
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bath St
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St Helier
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jersey, JE2 4SU
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: Jodie Gray
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Paul Ensor
	 	$	10,000	 	 	 	20,833	 	 	 	5,208	 	 	 	208	 
	1 Hampstead Hill Mansions
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Downshire Hill
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	London, NW3 1NY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly Penalty
	Name and Address of Purchaser
	 	Purchase Price
	 	Purchased Shares
	 	Closing Date Warrant Shares
	 	Warrant Shares

	Mrs. Katherine Meadows
	 	$	300,000	 	 	 	625,000	 	 	 	156,250	 	 	 	6,250	 
	Stanford Wood
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tutts Clump
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bradfield
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Berks RG7 6JU
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tony Fitzgerald
	 	$	25,000	 	 	 	52,083	 	 	 	13,021	 	 	 	521	 
	91 Myrtle Avenue
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Millburn, New Jersey 07041
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tameen Auchi
	 	$	20,000	 	 	 	41,667	 	 	 	10,417	 	 	 	417	 
	Dijla
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coombe Park
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kingston upon Thames
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surrey KT2 7JB
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Boston Fidelity Corporation
	 	$	100,000	 	 	 	208,333	 	 	 	52,083	 	 	 	2,083	 
	3rd Floor, Windsor House
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55 St. James Street
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	London SW1A 1LA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Lindsay Sanford
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vince and Rosemary Pino
	 	$	100,000	 	 	 	208,333	 	 	 	52,083	 	 	 	2,083	 
	31441 Island Drive
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Evergreen, CO 80439
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Michael Pino
	 	$	50,000.16	 	 	 	104,167	 	 	 	26,042	 	 	 	1,042	 
	31441 Island Drive
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Evergreen, CO 80439
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tiffany Pino
	 	$	50,000.16	 	 	 	104,167	 	 	 	26,042	 	 	 	1,042	 
	31441 Island Drive
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Evergreen, CO 80439
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Richard Zehner,Barbara Zehner
	 	$	225,000	 	 	 	468,750	 	 	 	117,188	 	 	 	4,688	 
	co-trustee, Zehner
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Family Trust dated
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01/15/99
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2 Oceancrest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Newport Coast , CA 92657
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark McMillan
	 	$	25,000	 	 	 	52,083	 	 	 	13,021	 	 	 	521	 
	23496 Belaire Court
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Los Gatos, CA 95033
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








-2-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly Penalty
	Name and Address of Purchaser
	 	Purchase Price
	 	Purchased Shares
	 	Closing Date Warrant Shares
	 	Warrant Shares

	Robert Waley Cohen
	 	$	50,000.16	 	 	 	104,167	 	 	 	26,042	 	 	 	1,042	 
	18 Gilston Road

London SW10 9SR

UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Christopher Harding
	 	$	5,040	 	 	 	10,500	 	 	 	2,625	 	 	 	105	 
	C/O Nomura International plc

Nomuras House

1 St Martin’s- le-Grande

London, EC1A 4 NP

UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelstack Ltd
	 	$	5,040	 	 	 	10,500	 	 	 	2,625	 	 	 	105	 
	C/O W H Ireland Limited

24 Bennetts Hill

Birmingham B25 DP

UK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basso Multi-Strategy Holding Fund Ltd
	 	$	115,500	 	 	 	240,625	 	 	 	60,156	 	 	 	2,406	 
	1266 East Main Street

Stamford, CT 06902

USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basso Equity Opportunity Holding Fund Ltd
	 	$	34,500	 	 	 	71,875	 	 	 	17,969	 	 	 	719	 
	1266 East Main Street

Stamford, CT 06902

USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SRG Capital, LLC
	 	$	150,000	 	 	 	312,500	 	 	 	78,125	 	 	 	3,125	 
	120 Broadway

40th Floor

New York, New York 10003

USA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Marcus Edwards-Jones
	 	$	50,000.16	 	 	 	104,167	 	 	 	26,042	 	 	 	1,042	 
	C.S.S.P. Dame 63 Aiola

52044 Cortona

Italy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	1,540,080.64	 	 	 	3,208,499	 	 	 	802,127	 	 	 	32,087	 








-3-









 





EXHIBIT A




CLOSING DATE WARRANT




-4-









 





EXHIBIT B




REGISTRATION RIGHTS AGREEMENT




-5-









 





EXHIBIT C




INSIGNIA SOLUTIONS, PLC




COMPLIANCE CERTIFICATE




     The undersigned, Mark McMillan, hereby certifies as follows:



     1. The undersigned is the duly elected President and Chief Executive
Officer of Insignia Solutions, plc., a public limited company incorporated
under the laws of England and Wales (registered number: 1961960) (the
“Company”).



     2. The representations and warranties of the Company set forth in Section
2 of the American Depositary Shares Purchase Agreement dated October 18, 2004
(the “Agreement”) are true and correct in all material respects as though made
on and as of the date hereof.



     3. The Company has performed and complied with all covenants, agreements,
obligations and conditions contained in the Agreement to be performed by the
Company on or prior to the Closing Date.



     The undersigned has executed this Certificate this 18th day of October,
2004.



	 	 	 
	

	 	/s/ Mark McMillan

Mark McMillan

President and Chief Executive Officer







 









 





EXHIBIT 4.6




LEGAL OPINION




Exhibit omitted.