The Court has received the Stipulation of Settlement (the "Stipulation"), dated as of August 8, 1997, that has been entered into by the Representative Plaintiffs and Defendants. The Court has reviewed the Stipulation and its attached exhibits, and, good cause appearing,

IT IS HEREBY ORDERED as follows:

2. Pursuant to Rule 23 of the Federal Rules of Civil Procedure the Court hereby certifies, for purposes of effectuating this Settlement, a Settlement Class of all persons who purchased Insignia American Depository Shares during the period beginning November 14, 1995 through February 26, 1997, inclusive. Excluded from the Settlement Class are the Defendants, officers and directors of Insignia during the Settlement Class Period, members of the immediate family of any Individual Defendant, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors and assigns of any such excluded party. Also excluded from the Settlement Class are those persons who timely and validly request exclusion from the Settlement Class pursuant to the Notice of Pendency and Proposed Settlement of Class Actions ("Notice") to be sent to the Settlement Class.

3. With respect to the Settlement Class, this Court finds and concludes that: (a) the members of the Class are so numerous that joinder of all Class members in the Litigation is impracticable; (b) there are questions of law and fact common to the Class which predominate over any individual questions; (c) the claims of the Representative Plaintiffs are typical of the claims of the Class; (d) in negotiating and entering into the Stipulation, the Representative Plaintiffs and their counsel have fairly and adequately represented and protected the interests of all of the Class members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the members of the class in individually controlling the prosecution of the separate actions, (ii) the extent and nature of any litigation concerning the controversy already commenced by members of the class, (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum, and (iv) the difficulties likely to be encountered in the management of the class action.

4. The Court preliminarily approves: (1) the settlement of the Litigation set forth in the Stipulation and each of the releases set forth therein, as being fair, just, reasonable and adequate as to each of the Settling Parties, and (2) the proposed Plan of Allocation described in the Notice, subject to the right of any Settlement Class Member to challenge the fairness, reasonableness, and adequacy of the Stipulation or the proposed Plan of Allocation and to show cause, if any exists, why a final judgment dismissing the Litigation based on the Stipulation should not be ordered herein after due and adequate notice to the Settlement Class has been given in conformity with this Order.

5. The Court approves as to form and content, and for distribution to Settlement Class Members a Notice of Pendency and Proposed Settlement of Class Actions ("Notice"), substantially in the form of Exhibit A-1 hereto, a Proof of Claim and Release ("Proof of Claim"), in the form of Exhibit A-2 hereto; and for publication of a Summary Notice of Proposed Settlement ("Summary Notice"), in the form of Exhibit A-3 hereto.

6. Pending resolution of these settlement proceedings, no other action now pending or hereafter filed arising out of all or any part of the subject matter of this Action shall be maintained as a class action, and except as provided by this or further Order of the Court, for good cause shown, all persons are hereby enjoined during the pendency of these settlement proceedings from filing or prosecuting purported class actions against any person with respect to any of the Released Claims.

7. Plaintiffs' Settlement Counsel are authorized to act on behalf of the Settlement Class with respect to all acts required by, or which may be given pursuant to, the Stipulation or such other acts which are reasonably necessary to consummate the proposed Settlement set forth in the Stipulation.

8. Plaintiffs' Settlement Counsel are hereby authorized to retain the firm of Gilardi & Co. as Claims Administrator to supervise and administer the Notice and claims procedures.

9. Plaintiffs' Settlement Counsel shall make reasonable efforts to identify all persons who are members of the Settlement Class, including beneficial owners whose Insignia ADSs are held by banks, brokerage firms, or other nominees. Plaintiffs' Settlement Counsel shall cause the Claims Administrator to send the Notice and the Proof of Claim by first class mail to all persons who appear on the transfer records of Insignia as having transferred to their names Insignia ADSs during the period from November 14, 1995 through February 26, 1997, inclusive. The mailing of the Notice and Proof of Claim forms shall be on or before ___________, 1998 (the "Notice Date"). Pursuant to the Notice, each nominee shall either: (1) send the Notice and Proof of Claim to Settlement Class Members for which they act as nominee by first class mail within ten (10) days after the nominee receives the Notice; or (2) send a list of the names and addresses of such beneficial owners to Plaintiffs' Settlement Counsel within ten (10) days after the nominee receives the Notice and, in the event of the latter, Plaintiffs' Settlement Counsel shall send by first class mail the Notice and Proof of Claim to all Settlement Class Members who are on the list received from the nominee. Representative Plaintiffs' Counsel shall, if requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners who are Settlement Class Members, out of the Settlement Fund, which expenses would not have been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such compensation. Plaintiffs' Settlement Counsel shall file with the Court and serve upon Defendants' counsel of record no later than seven (7) days prior to the Settlement Hearing an affidavit or declaration describing the efforts taken to comply with this Order and stating that the mailings have been completed in accordance with the terms of this Order.

10. Within ten (10) days of the Notice Date, Plaintiffs' Settlement Counsel shall publish a Summary Notice substantially in the form of Exhibit A-3 hereto once in Investor's Business Daily. Plaintiffs' Settlement Counsel shall file with the Court and serve upon Defendants' counsel no later than seven (7) days prior to the Settlement Hearing an affidavit or declaration stating that the Summary Notice has been published in accordance with the terms of this Order.

11. The Court finds that dissemination of the Notice and Proof of Claim in the manner required by ¶9, and publication of the Summary Notice in the manner required by ¶10, constitute the best notice practicable under the circumstances to Settlement Class Members and meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process under the United States Constitution, and any other applicable law and shall constitute due and sufficient notice to all persons entitled thereto.

12. Any person falling within the definition of the Settlement Class may, upon request, be excluded from the Settlement. Any such person must submit to the Claims Administrator a request for exclusion ("Request for Exclusion"), postmarked no later than _____________, 199_. A Request for Exclusion must state: (1) the name, address, and telephone number of the person requesting exclusion; (2) the person's purchases and sales of Insignia ADSs made during the Settlement Class Period, including the dates, the number of ADSs, and price paid or received per ADS for each such purchase or sale; and (3) that the person wishes to be excluded from the Settlement Class. All persons who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Settlement Fund, and shall not be bound by the Stipulation or the Final Judgment.

13. Any Settlement Class Member who objects to the settlement of the Litigation, the proposed Plan of Allocation, or the application of counsel for attorneys' fees, costs, and expenses, shall have a right to appear and be heard at the Settlement Hearing. Any Settlement Class Member may enter an appearance through counsel of such member's own choosing and at such member's own expense or may appear on their own. However, no Settlement Class Member shall be heard at the Settlement Hearing unless, on or before ____________, 199_ such person has filed with the Court and delivered to Plaintiffs' Settlement Counsel and Defendants' counsel a written notice of objection, and their grounds for opposing the Settlement, Plan of Allocation, or application for attorneys' fees, costs and expenses, along with proof of membership in the Settlement Class. The manner in which a notice of objection must be prepared, filed, and delivered shall be stated in the Notice. Only Settlement Class Members who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.

14. The Court authorizes payment out of the Notice and Administration Fund of the expenses described in ¶3.5 of the Stipulation. After the Effective Date, the notice and administration costs payable out of the Settlement Fund may be disbursed without the necessity of a court order in accordance with ¶3.6 of the Stipulation.

15. A Settlement Hearing will be held on ______________, 199_, at _____ _.m. before this Court in the United States Courthouse, Northern District of California, San Jose Division, to determine whether the proposed settlement of the Litigation as set forth in the Stipulation, should be approved as fair, just, reasonable and adequate as to the Settling Parties, and whether the Final Judgment approving the Settlement should be entered. The Court may adjourn or continue the Settlement Hearing without further notice to Settlement Class Members.

16. At or after the Settlement Hearing, the Court will determine whether Plaintiffs' Settlement Counsel's proposed Plan of Allocation of the Net Settlement Fund should be approved.

17. The passage of title and ownership of the Settlement Fund to the Escrow Agent in accordance with the terms of the Stipulation is approved. No person that is not a Settlement Class Member or counsel for the Representative Plaintiffs shall have any right to any portion of, or in the distribution of, the Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Stipulation.

18. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court in accordance with the Stipulation, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation, Plan of Allocation and/or further order(s) of the Court.

19. At or after the Settlement Hearing, the Court will determine whether the application of Representative Plaintiffs' Counsel for an award of attorneys' fees, costs, and expenses should be approved.

20. No later than 90 days after the Notice Date, any Settlement Class Member who wishes to participate in the Settlement Fund must submit a valid Proof of Claim form to the Claims Administrator. Proof of Claim forms shall be deemed to have been submitted when postmarked, if mailed by first class, or registered or certified mail, postage prepaid, addressed in accordance with the instructions given in the Proof of Claim and Release. All other Proof of Claim and Release forms shall be deemed to have been submitted at the time they are actually received by the Claims Administrator. To be valid, a Proof of Claim must be: (1) completed in a manner that permits the Claims Administrator to determine the eligibility of the claim as set forth in the Proof of Claim; and (2) signed with an affirmation that the information is true and correct. All Settlement Class Members who do not submit valid and timely Proof of Claim forms shall be forever barred from receiving any payments from the Settlement Fund, but will in all other respects be subject to and bound by the provisions of the Stipulation and the Final Judgment, if entered.

21. Neither Defendants nor Defendants' counsel shall have any responsibility for the Plan of Allocation of the Settlement Fund submitted by Plaintiffs' Settlement Counsel and it will be considered separately from the fairness, reasonableness and adequacy of the settlement.

22. No later than seven (7) days before the Settlement Hearing, all briefs supporting the Settlement, Plan of Allocation, and the request for attorneys' fees and costs, shall be served and filed.

23. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by Defendants of the truth of any of the allegations in the Litigation, or of any liability, fault, or wrongdoing of any kind, or by the Representative Plaintiffs or any other member of the Settlement Class of the merit of any defense or lack of merit of any claim.

24. All discovery and other proceedings in the Litigation are stayed until further order of the Court, except as may be necessary to implement the settlement or comply with the terms of the Stipulation. The Representative Plaintiffs and the other Settlement Class Members are barred from commencing or prosecuting any direct or representative action, or any action in any other capacity, asserting any of the Released Claims unless and until the Stipulation is terminated according to its terms.

25. The Court may, for good cause, extend any of the deadlines set forth in this Order without further notice to Settlement Class Members.
 

DATED: __________________

___________________________________ THE HONORABLE JAMES WARE UNITED STATES DISTRICT JUDGE

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
ALAN SCHULMAN (128661)
MARK SOLOMON (151949)
JOY ANN BULL (138009)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
KIMBERLY C. EPSTEIN (169012)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

WEISS & YOURMAN
JOSEPH H. WEISS
JACK I. ZWICK
551 Fifth Avenue
Suite 1600
New York, NY 10176
Telephone: 212/682-3025
     - and -
KEVIN J. YOURMAN (147159)
10940 Wilshire Blvd.
24th Floor
Los Angeles, CA 90024
Telephone: 310/208-2800

BERNSTEIN LIEBHARD & LIFSHITZ
MEL E. LIFSHITZ
274 Madison Avenue
New York, NY 10016
Telephone: 212/779-1414

Attorneys for Plaintiffs

TO: ALL PERSONS WHO PURCHASED AMERICAN DEPOSITORY SHARES ("ADS") OF INSIGNIA SOLUTIONS PLC ("INSIGNIA") DURING THE PERIOD FROM NOVEMBER 14, 1995 THROUGH AND INCLUDING FEBRUARY 26, 1997.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A SETTLEMENT CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM ON OR BEFORE __________________, 1998.

This notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an order of the United States District Court for the Northern District of California (the "Court"). The purpose of this Notice is to inform you of the proposed settlement of this class action litigation and of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the settlement. This notice describes the rights you may have in connection with the settlement and what steps you may take in relation to the settlement and this class action litigation.

The proposed settlement creates a fund in the amount of $8 million in cash and will include any interest that accrues on the fund prior to distribution. Your recovery from this fund will depend on a number of variables including the number of shares you purchased and the timing of your purchases and sales. Plaintiffs estimate as many as 8.2 million shares which traded during the class period may have been affected by the wrongdoing plaintiffs alleged in this matter. Assuming that all affected shares elect to participate in the settlement, the average recovery per ADS will be approximately $0.97 before deduction of Court-approved fees and expenses.

Plaintiffs believe that the proposed settlement is a good recovery and is in the best interests of the class. Because of the inherent risks associated with continuing to litigate and proceeding to trial, there was a danger that Plaintiffs would not have prevailed on any of their claims, in which case the class would receive nothing. For example, Plaintiffs faced the possibility that all or many of the claims in this case could have been dismissed. A motion to dismiss the case in it entirety was pending at the time of settlement and it is unknown which, if any, claims would have remained at the end of the day. In addition, the amount of damages would have been subject to rigorous attack by defendants. Damages are limited to losses attributed to actionable securities fraud and at trial defendants would try to prove that all or most of the damages were caused by non-fraud related market factors. In light of these risks and uncertainties, Plaintiffs believe a more realistic assessment of recoverable damages would result in a recovery after trial of approximately $1.93 per share, before any deduction for attorneys' fees and expenses. This estimate assumes a fifty percent success rate on plaintiffs' claims at trial. Plaintiffs estimate that, in the event they were able to prevail on all of their claims at trial, the average damage per ADS could have been as high as $3.87. However, the potential maximum recovery must be weighed against the very significant risk that defendants could prevail at trial and the class would receive nothing. The proposed settlement eliminates this risk and provides an immediate and sizable recovery.

Defendants, using plaintiffs' analysis and theory of calculating damages for purposes of this settlement only, agree that the average amount of recoverable damages if plaintiffs were able to prevail on all claims alleged could be as high as $3.87 per ADS.

Plaintiffs' counsel have not received any payment for their services in conducting this litigation on behalf of Plaintiffs and the members of the class, nor have they been reimbursed for their out-of-pocket expenditures. If the settlement is approved by the Court, counsel for the Plaintiffs will apply to the Court for attorneys' fees and reimbursement of out-of-pocket expenses to be paid from the settlement proceeds. If the amount requested by counsel is approved by the Court, the average cost per share would be $___.

This Notice is not an expression of any opinion by the Court about the merits of any of the claims or defenses asserted by any party in this litigation or the fairness or adequacy of the proposed settlement.

For further information regarding this settlement you may contact: Rick Nelson, Milberg Weiss Bershad Hynes & Lerach LLP, 600 West Broadway, Suite 1800, San Diego, California 92101 Telephone: 619/231-1058.

1. Notice Of Hearing On Proposed Settlement

2. Definitions Used In This Notice

b. "Individual Defendants" means each of the Defendants excluding Insignia.

c. "Related Parties" means each of any Defendants' past, present or future directors, officers, employees, partnerships and partners, principals, agents, underwriters, syndicate members, controlling shareholders, any entity in which any Defendant and/or any member(s) of that Defendant's immediate family has or have a controlling interest, attorneys, accountants, auditors, banks, investment banks or investment bankers, advisors, personal or legal representatives, insurers, co-insurers and reinsurers, predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint venturers, assigns, spouses, heirs, executors, administrators, associates, related or affiliated entities, any members of an Individual Defendant's immediate family, or any trust of which any Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) of his or her family.

d. "Released Claims" means the "Released Class Claims" and "Unknown Claims" as defined herein.

e. "Released Class Claims" means any and all claims, actions, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, asserted or that could or might have been asserted in any pleading or amended pleading by the Representative Plaintiffs, or by any of the other Settlement Class Members, or any of them, based upon, arising from, or in any way related to both the purchase of Insignia ADSs by the Representative Plaintiffs or the other Settlement Class Members during the Settlement Class Period and the facts, transactions, events, occurrences, disclosures, statements, acts or omissions or failures to act which were or could or might have been alleged in the Litigation or any claim that the Defendants improperly defended or settled the Litigation; provided however, that this release shall not in any way impair or restrict the rights of the Settling Parties to enforce the terms of the settlement as set forth in this Stipulation.

f. "Unknown Claims" means any Released Class Claims which any Representative Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Class Claims against the Released Persons, the Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs shall expressly and the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

g. "Settlement Class" means all persons (except Defendants, officers and directors of Insignia during the Settlement Class Period, members of the immediate family of any Individual Defendant, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors or assigns of any such excluded party) who purchased Insignia American Depository Shares ("ADS") during the Settlement Class Period, excluding those Persons who timely and validly request exclusion from the Settlement Class pursuant to this Notice.

h. "Settlement Class Period" or "Class Period" means the period from November 14, 1995 through February 26, 1997, inclusive.

3. The Litigation

A. Action In State Court

The State Action alleged that Insignia, which develops, markets and supports cross-platform compatibility software solutions, misrepresented the success of and demand for the Company's products in its Registration Statement and Prospectus, misrepresented its projected and actual revenues during the State Class Period and that these misrepresentations caused artificial inflation of Insignia ADSs.

B. Action in Federal Court

The Federal Action alleged that Insignia misrepresented the success of and demand for the Company's products during the Federal Class Period, its projected and actual revenues for the first three quarters of 1996, and that as a result of improper revenue recognition in violation of GAAP, the first and second quarter 1996 revenues and net income had to be restated and that these misrepresentations caused artificial inflation of Insignia ADS.

The State Action and the Federal Action are referred to collectively herein as the "Litigation."

4. Terms of the Proposed Settlement

4. Plan Of Allocation

For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, the Settlement Class Period has been divided into three groups. The differences in allowed claims among the three groups were arrived at by Plaintiffs' Counsel in consultation with their damage consultant and reflect the maximum damages that could have been recovered if Plaintiffs were successful in establishing liability on all claims. However, the Plan of Allocation does not provide compensation for all trading losses that may have occurred during the Settlement Class Period because some trading losses are not related to the alleged wrongful conduct.

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's Claim, as defined below. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total Claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage that each Authorized Claimant's Claim bears to the total of the Claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.

A Claim will be calculated as follows:

a. For shares of Insignia Solutions, PLC ADSs that were purchased in the initial public offering and
(i) sold prior to April 3, 1996, the Claim per ADS is $12.00 minus the sales price;

(ii) sold on or after April 3, 1996, the Claim per ADS is $12.00 minus the greater of the sales price or $6.063.

(iii) held at the close of trading on February 26, 1997, the Claim per ADS is $5.937.

b. For shares of Insignia Solutions, PLC ADSs that were purchased on the open market on November 14, 1995 through and including January 2, 1996 and
(i) sold on or before January 2, 1996, the Claim per ADS is $0.00;

(ii) sold on or between January 3, 1996 and February 26, 1997, the Claim per ADS is the lesser of:

(a) The purchase price less the sales price or

(b) $6.675;

(iii) held at the close of trading on February 26, 1997, the Claim per ADS is the lesser of:
(a) the purchase price less the sales price or

(b) $8.087.

c. For shares of Insignia Solutions, PLC ADS that were purchased on January 3, 1996 through and including February 26, 1997 and
(i) sold on or before February 26, 1997, the Claim per ADS is $0.00;

(ii) held at the close of trading on February 26, 1997, the Claim per ADS is the lesser of:

(a) the purchase price less the sales price of

(b) $1.412.

d. The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. The determination of the price paid per share and the price received per share, shall be exclusive of all commissions, taxes, fees and charges.

e. For Settlement Class Members who made multiple purchases or multiple sales during the Settlement Class Period, the earliest subsequent sale shall be matched with the earliest purchase and chronologically thereafter for purposes of the Claim calculations.

f. All profits shall be subtracted from the total of all losses to determine if a Settlement Class Member has a claim. Only if a Settlement Class Member had a net loss, after profits from all transactions in Horizon common stock during the Settlement Class Period are subtracted from the total of losses, will such class member be eligible to receive a distribution from the Net Settlement Fund.

g. The Court has reserved jurisdiction to allow, disallow or adjust the Claim of any Settlement Class Member on equitable grounds.

5. Reasons For Settlement

6. Defendants' Statement And Denials Of Wrongdoing And Liability

9. Order Certifying A Class For Purposes Of Settlement

10. Participation In The Class

If you wish to remain a Settlement Class Member, you need do nothing (other than timely file a Proof of Claim and Release if you wish to participate in the distribution of the Net Settlement Fund) your interests will be represented by Plaintiffs' counsel. IF you choose, you may enter a legal appearance individually or through your own counsel at your own expense.

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE FORM THAT ACCOMPANIES THIS NOTICE. The Proof of Claim and Release must be postmarked on or before ___________, 1998, and delivered to the Claims Administrator at the address below. Unless the Court orders otherwise, if you do not timely submit a valid Proof of Claim, you will be barred from receiving any payments from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and the Final Judgment.

11. Exclusion From The Class

Insignia Solutions Securities Litigation
c/o Claims Administrator
Gilardi & Co.
P.O. Box 5100
Larkspur, CA 94977-5100

12. Dismissal And Releases

The Judgment will provide that all Settlement Class Members who do not validly and timely request to be excluded from the Settlement Class shall be deemed to have released and forever discharged all Released Claims (to the extent members of the Settlement Class have such claims) against all Released Persons.

13. Application For Fees, Expenses And Awards

To date, Plaintiffs' counsel have not received any payment for their services in conducting this Litigation on behalf of Plaintiffs and the members of the class, nor have counsel been reimbursed for their out-of-pocket expenses. The fee requested by Plaintiffs' counsel would compensate counsel for their efforts in achieving the Settlement Fund for the benefit of the class, and for their risk in undertaking this representation on a contingency basis. If approved by the Court, the fee requested would be within the range of fees awarded to plaintiffs' counsel under similar circumstances in litigation of this type.

14. Conditions For Settlement

15. The Right To Be Heard At The Hearing

Clerk of the Court
United States District Court
Northern District of California
280 South First Street
San Jose, CA

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
ALAN SCHULMAN
JOY ANN BULL
600 West Broadway, Suite 1800
San Diego, CA 92101

MORRISON & FOERSTER, LLP
MELVIN R. GOLDMAN
MICHAEL L. ZIGLER
425 Market Street
San Francisco, CA 94105-2482

16. Special Notice To Nominees

Insignia Solutions Securities Litigation
c/o Claims Administrator
Gilardi & Co.
P.O. Box 5100
Larkspur, CA 94977-5100

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred in connection with forwarding the Notice and Proof of Claim and which would not have been incurred but for the obligation to forward the Notice and Proof of Claim, upon submission of appropriate documentation.

17. Examination Of Papers

If you have any questions about the settlement of the Litigation, you may contact Plaintiffs' Settlement Counsel by writing:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
ALAN SCHULMAN
JOY ANN BULL
600 West Broadway, Suite 1800
San Diego, CA 92101

WEISS & YOURMAN
JOSEPH H. WEISS
JACK I. ZWICK
551 Fifth Avenue
Suite 1600
New York, NY 10176
Telephone: 212/682-3025
     - and -
KEVIN J. YOURMAN (147159)
10940 Wilshire Blvd.
24th Floor
Los Angeles, CA 90024
Telephone: 310/208-2800

BERNSTEIN LIEBHARD & LIFSHITZ
MEL E. LIFSHITZ
274 Madison Avenue
New York, NY 10016
Telephone: 212/779-1414

Attorneys for Plaintiffs

TO: ALL PERSONS WHO PURCHASED AMERICAN DEPOSITORY SHARES ("ADS") OF INSIGNIA SOLUTIONS PLC ("INSIGNIA") DURING THE PERIOD FROM NOVEMBER 14, 1995 THROUGH AND INCLUDING FEBRUARY 26, 1997

If you purchased Insignia ADSs during the period described above, have not requested exclusion from the Settlement Class and are not a Defendant in this Litigation, or a member of the immediate family of any of the Individual Defendants, an entity in which any of the Defendants has a controlling interest, or the legal representative, heir, successor or assign of any Defendant, you should read the accompanying Notice of Pendency and Proposed Settlement of Class Actions ("Notice") and complete this Proof of Claim and Release Form

IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE SETTLEMENT DESCRIBED IN THE ACCOMPANYING NOTICE, YOU MUST MAIL YOUR COMPLETED PROOF OF CLAIM AND RELEASE TO THE CLAIMS ADMINISTRATOR ON OR BEFORE ____________________, 1998.

2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the settlement of the Litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED ON OR BEFORE __________, 1998 ADDRESSED AS FOLLOWS:

Insignia Solutions Securities Litigation
c/o Gilardi & Co.
P.O. Box 5100
Larkspur, California 94977-5100

5. If you are NOT a member of the Settlement Class as defined in the Notice, DO NOT submit a Proof of Claim and Release Form.

2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record, if different from the beneficial purchaser ("nominee") of Insignia ADSs which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS, OF THE ADSs, UPON WHICH THIS CLAIM IS BASED.

3. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

4. A claimant whose stock was held in a custodian account under a Uniform Gift to Minors Act ("UGMA"), may file in his or her own name, if he or she is now of age. In this event, the former custodian does not have to sign the Proof of Claim. Custodians UGMA should identify themselves as beneficial purchasers, not nominees (e.g., John Smith, Custodian for Jack Smith UGMA). In this instance, use the minor's Social Security Number.

5. Corporate officers or partners filing for a claimant corporation or partnership should fill in the name of the entity as the Beneficial Purchaser, and sign their names and titles where indicated on the signature page.

2. On the schedules, provide all of the requested information with respect to all of your purchases and all of your sales of Insignia ADSs which took place at any time between November 14, 1995 through and including February 26, 1997 (the "Settlement Class Period"), whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim.

3. List each transaction in the Settlement Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list.

4. The term "Purchase Price" means the amount paid for the securities (including commissions and transfer taxes) and the term "Sales Price" means the amount realized on the sale of the securities (net of commissions and transfer taxes). The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. The date of covering a "short sale" is deemed to be the date of purchase of the security. The date of a "short sale" is deemed to be the date of sale of the security.

5. Broker's confirmations or other documentation of your transactions in Insignia ADSs should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. Documentation submitted will not be returned to claimants. You are, therefore, urged to make a copy for your files of the Proof of Claim and Release and all documentation that you submit with it.UNITED STATES DISTRICT COURT

PART I: CLAIMANT IDENTIFICATION

____________________________________________________________________________________
Beneficial Owner's Name (First, Middle, Last)

____________________________________________________________________________________
Street Address

________________________________________ ________________________________________
City                                     State                           Zip Code

________________________________________ ________________________________________
Foreign Province                         Foreign Country

________________________________________    _________   Individual

Social Security Number or                   _________  Corporation/Other
Taxpayer Identification Number              

_________   ____________________________    (work)
Area Code   Telephone Number

_________   ____________________________    (home)
Area Code   Telephone Number

____________________________________________________________________________________
Record Owner's Name (if different from beneficial owner listed above)

PART II: SCHEDULE OF TRANSACTIONS IN INSIGNIA ADS

   Trade Date                   No. of Shares 
   Mo Day Year                    Purchased                Purchase Price

1. __________                                              $         .  
2. __________                                              $         .  
3. __________                                              $         .

   Trade Date                   
   Mo Day Year                  No. of Shares Sold         Sales Price

1. __________                                              $         .  
2. __________                                              $         .  
3. __________                                              $         .

__________________.

If you require additional space, attach extra schedules in the same format as above. Copies of broker's confirmations or other documentation evidencing your transactions in Insignia ADS should be attached.

PART III: SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGEMENTS

PART IV: RELEASE

B. The terms used in this release are defined below:

1. "Released Class Claims" means any and all claims, actions, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, asserted or that could or might have been asserted in any pleading or amended pleading by the Representative Plaintiffs, or by any of the other Settlement Class Members, or any of them, based upon, arising from, or in any way related to both the purchase of Insignia ADS, by the Representative Plaintiffs or the other Settlement Class Members during the Settlement Class Period and the facts, transactions, events, occurrences, disclosures, statements, acts or omissions or failures to act which were or could or might have been alleged in the Litigation; or any claim that the Defendants improperly defended or settled the Litigation; provided however, that this release shall not in any way impair or restrict the rights of the Settling Parties to enforce the terms of the settlement as set forth in the Stipulation.

2. "Unknown Claims" means any Released Class Claims which any Representative Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Class Claims against the Released Persons, the Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs shall expressly and the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

3. "Released Persons" means each and all of the Defendants, and their respective Related Parties.

4. "Defendants" means Insignia, Robert P. Lee, Roger D. Friedberger, Paul R. Griffiths, John R. Johnston, Richard M. Noling, Nicholas A. Samuel, David L. Gibbs, George Buchan and Pauline Lo Alker.

5. "Related Parties" means each of any Defendant's past, present or future directors, officers, employees, partnerships and partners, principals, agents, underwriters, syndicate members, controlling shareholders, any entity in which any Defendant and/or any member(s) of that Defendant's immediate family has or have a controlling interest, attorneys, accountants, auditors, banks or investment bankers, advisors, personal or legal representatives, insurers, co-insurers and reinsurers, predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint venturers, assigns, spouses, heirs, executors, administrators, related or affiliated entities, any members of an Individual Defendant's immediate family, or any trust of which any Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) of his or her family.

C. This release shall be of no force or effect unless and until the Court approves the Stipulation of Settlement and the Stipulation becomes Effective.

PART V: REPRESENTATIONS

I (we) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1)(c) of the Internal Revenue Code.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above.

I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct and that this Proof of Claim and Release form was executed this _____ day of

_______________________________________ in __________________________________________
(month) (year)                             (City, State, Country)
                                          __________________________________________
                                           (Sign your name here)
                                          __________________________________________
                                           (Type or print your name here)
                                          __________________________________________
                                           (Capacity of person signing, e.g., Beneficial
                                            Purchaser, Executor or Administrator)

1. Please sign the above release and declaration.

2. Remember to attach copies of your supporting documentation, if available.

3. Do not send originals or copies of stock certificates.

4. Keep a copy of your claim form for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested.

6. If you move, please send us your new address.

WEISS & YOURMAN
JOSEPH H. WEISS
JACK I. ZWICK
551 Fifth Avenue
Suite 1600
New York, NY 10176
Telephone: 212/682-3025
     - and -
KEVIN J. YOURMAN (147159)
10940 Wilshire Blvd.
24th Floor
Los Angeles, CA 90024
Telephone: 310/208-2800

BERNSTEIN LIEBHARD & LIFSHITZ
MEL E. LIFSHITZ
274 Madison Avenue
New York, NY 10016
Telephone: 212/779-1414

Attorneys for Plaintiffs

TO: ALL PERSONS WHO PURCHASED AMERICAN DEPOSITORY SHARES ("ADS") OF INSIGNIA SOLUTIONS PLC ("INSIGNIA") DURING THE PERIOD FROM NOVEMBER 14, 1995 THROUGH AND INCLUDING FEBRUARY 26, 1997

Class litigation has been filed in the United States District Court for the Northern District of California and in California state court against Insignia and certain of its present and former officers and directors. The parties to these actions have reached a proposed settlement.

You are hereby notified, pursuant to Court order that a hearing will be held on __________, 199_, at ____ _.m., before the Honorable James Ware, United States District Judge, at the United States Courthouse, 280 South First Street, San Jose, California (the "Settlement Hearing") to determine: (1) whether the settlement of claims in the litigation in the amount of $8.0 million in cash, plus accrued interest (the "Settlement Fund"), should be approved as fair, just, reasonable and adequate to all the Settling Parties; (2) whether the proposed Plan of Allocation if fair, just, reasonable, and adequate; (3) whether the application of plaintiffs' counsel for an award of attorneys' fees and expenses should be approved; and, (4) whether the Litigation should be dismissed with prejudice as set forth in the Stipulation of Settlement dated as of August 8, 1997, and filed with the Court.

If you purchased Insignia ADSs during the period from November 14, 1995 through and including February 26, 1997, your rights may be affected by the settlement of this Litigation. To share in the distribution of the Settlement Fund, you must establish your rights by filing a Proof of Claim and Release form on or before __________, 1998.

If you desire to be excluded from the Class, you must file a request for exclusion by _____________, 199_, in the manner and form explained in the detailed Notice referred to below. All members of the Settlement Class who have not requested exclusion from the Settlement Class will be bound by any judgment entered in the Litigation pursuant to the settlement agreement.

Any objection to the settlement must be filed no later than _____________, 199_ and show due proof of service on each of:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
ALAN SCHULMAN
JOY ANN BULL
600 West Broadway, Suite 1800
San Diego, CA 92101

Attorneys for Plaintiffs

MORRISON & FOERSTER
MELVIN R. GOLDMAN
MICHAEL L. ZIGLER
425 Market Street
San Francisco, CA 94105-2482

Attorneys for Certain Defendants

Any inquiries about this Litigation can be made in writing to Plaintiffs' Settlement Counsel, Alan Schulman, Joy Ann Bull, Milberg Weiss Bershad Hynes & Lerach LLP, 600 West Broadway, Suite 1800, San Diego, CA 92101.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.
 

DATED: _______________, 1997

BY ORDER OF THE UNITED STATES  DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA

 

2 Feb 1998
Source: Milberg Weiss website