POTOMAC CAPITAL PARTNERS III, L.P.Nominee Agreement • April 9th, 2012 • Potomac Capital Management LLC • Semiconductors & related devices
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Sigma Designs, Inc., a California corporation (the “Company”), in connection with the proxy solicitation that Potomac Capital Partners III, L.P. (“PCP III”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2012 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 9th, 2012 • Potomac Capital Management LLC • Semiconductors & related devices
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Sigma Designs, Inc., a California corporation (the “Company”);
