AGREEMENT AND PLAN OF REORGANIZATION
By and Among
SIGMA DESIGNS, INC.,
SIGMA ACQUISITION CORP.
ACTIVE DESIGN CORPORATION
Dated as of April 23, 1996
AGREEMENT AND PLAN OF REORGANIZATION, dated as of April 23, 1996, among SIGMA
DESIGNS, INC., a California corporation ("Sigma"), SIGMA ACQUISITION CORP., a California
corporation and a wholly-owned subsidiary of Sigma ("Sub"), and ACTIVE DESIGN CORPORATION, a
California corporation ("Active Design") (the "Agreement").
INTENDING TO BE LEGALLY BOUND, and in consideration of the promises and mutual covenants and
agreements contained herein, Sigma, Sub and Active Design hereby agree as follows:
1.1 Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and of the
Agreement and Plan of Merger dated the date hereof and attached hereto as Exhibit A (the "Merger
Agreement"), Sub will be merged with Active Design (the "Merger") in accordance with the California General
Corporation Law. The Merger Agreement provides, among other things, the method of effecting the Merger and
the manner and basis of converting each issued and outstanding share of capital stock of Active Design into
shares of Common Stock of Sigma ("Sigma Common Stock"). The Merger Agreement shall be executed by
Active Design, Sigma and Sub concurrently with the execution of this Agreement.
Subject to the provisions of this Agreement and the Merger Agreement, the Merger Agreement, together with
required officers' certificates, shall be filed in accordance with the California
General Corporation Law on the Closing Date (as defined in Section 1.2). The Merger shall become effective
upon confirmation of such filing of the Merger Agreement and such officers' certificates. The date of confirmation
of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of confirmation of
such filing is hereinafter referred to as the "Effective Time of the Merger" or the time of "