Sage Inc/Ca Sample Contracts

Sage Inc/Ca – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND BETWEEN GENESIS MICROCHIP INCORPORATED AND SAGE, INC. Dated as of September 27, 2001 (September 28th, 2001)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of September 27, 2001 by and between Genesis Microchip Incorporated, a Nova Scotia company ("Acquiror"), and Sage, Inc., a Delaware corporation ("Company").

Sage Inc/Ca – SAGE, INC. CHANGE IN CONTROL AGREEMENT (June 29th, 2001)

THIS CHANGE IN CONTROL AGREEMENT (this "Agreement"), effective as of , 2001, by and between Sage, Inc., a Delaware corporation (the "Company"), and (the "Officer"). Unless otherwise defined herein, all capitalized terms shall have the meaning given in Appendix A to this Agreement.

Sage Inc/Ca – 1997 Non-Employee Directors Stock Option Plan (June 30th, 2000)

Exhibit 4.3 -------------------------------------------------------------------------------- Faroudja, Inc. 1997 Non-Employee Directors Stock Option Plan December 31, 1996 -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE ---- ARTICLE I - Purpose....................................................... 1 ARTICLE II - Definitions................................................... 1 ARTICLE III - Shares Subject to Plan........................................ 3 ARTICLE IV - Administration................................................ 4 ARTICLE V - Eligibility...........

Sage Inc/Ca – STOCK OPTION AGREEMENT (June 30th, 2000)

EXHIBIT 4.4 STOCK OPTION AGREEMENT Faroudja, Inc., a Delaware corporation (the "Company"), has granted to Glenn W. Marschel, Jr. (the "Grantee"), an option to purchase shares of the Company's common stock, $.001 par value (the "Common Stock") effective as of October 6, 1998 (the "Effective Date"), on the terms and subject to the conditions set forth in this Stock Option Agreement (the "Agreement"). NOW, THEREFORE, in consideration of the promises and of the mutual agreements contained in this Agreement, the parties hereto agree as follows: SECTION 1. OPTION; OPTION PRICE. On the terms and subject to this Agreement, the Grantee shall have the option (the "Option") to purchase up to the number of shares of Common Stock (the "Option Shares") indicated on the schedule set forth at the end of this Stock Option Agreement (the "Grantee Schedule") at the price per Option Sh

Sage Inc/Ca – 1997 Performance Stock Option Plan (June 30th, 2000)

Exhibit 4.2 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Faroudja, Inc. 1997 Performance Stock Option Plan January 2, 1997 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I. Purpose....................................................... 1 ARTICLE II. Definitions................

Sage Inc/Ca – 1995 STOCK OPTION PLAN (June 30th, 2000)

Exhibit 4.1 FAROUDJA LABORATORIES, INC. 1995 STOCK OPTION PLAN Adopted by the Board of Directors on August 1, 1995 and Approved by the Shareholders on August 1, 1995 Amended by the Board on August 19, 1996 and Approved by the Shareholders on August 19, 1996. 1. PURPOSES OF THIS PLAN. The purposes of this 1995 Stock Option Plan are to attract and retain the best available personnel, to provide additional incentive to the Employees of the Company and its Subsidiaries, to promote the success of the Company's business and to enable the Employees to share in the growth and prosperity of the Company by providing them with an opportunity to purchase stock in the Company. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options, at the discretion of the Boar

Sage Inc/Ca – AMENDED AND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN (February 11th, 2000)

1 EXHIBIT 10.1 SAGE, INC. AMENDED AND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1999 Employee Stock Purchase Plan of Sage, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. As used herein, the following definitions shall apply: (a) "Applicable Laws" means the legal requirements relating to the administration of emplo

Sage Inc/Ca – 1999 EMPLOYEE STOCK PURCHASE PLAN (December 15th, 1999)

1 EXHIBIT 4.4 1999 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1999 Employee Stock Purchase Plan of Sage, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Parents or Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. As used herein, the following definitions shall apply: "Applicable Laws" means the legal requirements relating to the administration of employee stock purchase plans, if any, under applicable provis

Sage Inc/Ca – RESTATED CERTIFICATE OF INCORPORATION (November 4th, 1999)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SAGE-DELAWARE, INC. Sage-Delaware, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: 1. That the name of the corporation is Sage-Delaware, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 22, 1998. 2. That by written consent of the Board of Directors of the Corporation, filed with the minutes of the Corporation, resolutions were duly adopted setting forth the proposed amendment and restatement of the Certificate of Incorporation of the Corporation and declaring

Sage Inc/Ca – JOINT DEVELOPMENT AND LICENSE AGREEMENT (October 28th, 1999)

1 EXHIBIT 10.03 JOINT DEVELOPMENT AND LICENSE AGREEMENT This Joint Development and License Agreement ("Agreement"), is entered into on July 23,1999 (the "Effective Date"), between Sage, Inc. ("Sage"), a Delaware corporation with a principal place of business at 2460 North First Street, #100, San Jose, California 95131, and Faroudja Laboratories, Inc. ("Faroudja"), a California corporation with a principal place of business at 750 Palomar Avenue, Sunnyvale, California 94086 (hereinafter referred to collectively as the "Parties" and individually as a "Party"). RECITALS WHEREAS, Sage designs, develops, manufactures and markets application specific integrated circuits ("ASIC") primarily for the flat panel display market; WHEREAS, Faroudja is recognized as a leader in developing video processing and image enhancement technologies and designs,

Sage Inc/Ca – INVESTORS' RIGHTS AGREEMENT (October 12th, 1999)

1 EXHIBIT 4.3 SAGE, INC. INVESTORS' RIGHTS AGREEMENT MAY 1, 1999 2 TABLE OF CONTENTS Page 1. Registration Rights................................................................1 1.1 Definitions...............................................................1 1.2 Request for Registration..................................................2 1.3 Company Registration......................................................4 1.4 Form S-3 Registration.....................................................4 1.5 Obligations of the Company...............................................

Sage Inc/Ca – INVESTORS' RIGHTS AGREEMENT (October 12th, 1999)

1 EXHIBIT 4.2 SAGE, INC. INVESTORS' RIGHTS AGREEMENT MAY 1, 1998 2 TABLE OF CONTENTS Page 1. Registration Rights................................................................1 1.1 Definitions...............................................................1 1.2 Request for Registration..................................................2 1.3 Company Registration......................................................4 1.4 Form S-3 Registration.....................................................4 1.5 Obligations of the Company...............................................

Sage Inc/Ca – INVESTORS' RIGHTS AGREEMENT (October 12th, 1999)

1 EXHIBIT 4.4 SAGE, INC. INVESTORS' RIGHTS AGREEMENT JULY 26, 1999 2 TABLE OF CONTENTS Page ---- 1. Registration Rights.......................................................... 1 1.1 Definitions........................................................... 1 1.2 Request for Registration.............................................. 2 1.3 Company Registration.................................................. 4 1.4 Form S-3 Registration.............

Sage Inc/Ca – DOMESTIC SALES REPRESENTATIVE AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.8 SAGE, INC DOMESTIC SALES REPRESENTATIVE AGREEMENT THIS AGREEMENT made and entered into as of _________________ by and between SAGE, INC. (herein called SAGE), and xxx (hereinafter called REPRESENTATIVE). SAGE manufactures, distributes and sells various products that are subject to change at SAGE'S discretion from time to time. The SAGE products covered by this Agreement are those classified as "SAGE Products". REPRESENTATIVE is knowledgeable of the industry in which SAGE'S products are used and familiar with potential customers in the Territory (defined below). In consideration of the mutual covenants contained herein, SAGE and REPRESENTATIVE agree as follows: 1.0 APPOINTMENT OF REPRESENTATIVE 1.1 SAGE appoints REPRESENTATIVE, and REPRESENTATIVE accepts the appointment, in REPRESENTATIVE'S capacity as an independent contractor, to

Sage Inc/Ca – AUTHORIZED RESELLER AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.6 AUTHORIZED RESELLER AGREEMENT This agreement is executed by and between SAGE INC. and JACO Electronics, "Authorized Reseller" for FLAT PANEL CONNECTIVITY PRODUCTS. The parties agree as follows: 1. AUTHORIZATION The above named Authorized Reseller has been appointed on a non-exclusive basis for the distribution, resale, service and promotion of SAGE INC. products. SAGE INC. reserves the right to appoint additional distributors and to sell directly or through its agents in the market areas as it deems necessary for effective market coverage. 2. PRICES AND TERMS Subject to written order acceptance, SAGE INC. agrees to sell, and Authorized Reseller agrees to purchase, the products at prices set forth in the SAGE INC. authorized distributor net price schedule ("Distributor Schedule"), F.O.E. shipping point, net 30 days, on S

Sage Inc/Ca – HARDWARE DISTRIBUTION AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.7 BELL MICROPRODUCTS, INC. HARDWARE DISTRIBUTION AGREEMENT This Agreement, made this 10 day of October, 1996, is by and between Bell Microproducts, Inc. ("Distributor"), a California Corporation having its principal place of business at 1941 Ringwood Avenue, San Jose 95131-1721, and Sage Inc. ("Vendor"), a California Corporation having its principal place of business at 4633 Ironsides Drive, Suite 420, Santa Clara, California, 95054. RECITALS Vendor manufactures, produces and/or supplies computer products and desires to grant to Distributor the right to sell and distribute the products, as hereinafter defined, upon the terms and conditions set forth below. Distributor is engaged in the sale and distribution of computer products and desires to have the right to sell and distribute Vendor's products and upon said te

Sage Inc/Ca – AUTHORIZED RESELLER AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.5 AUTHORIZED RESELLER AGREEMENT This agreement is executed by and between SAGE INC and REPTRON ELECTRONICS, "Authorized Reseller" for FLAT PANEL CONNECTIVITY PRODUCTS. The parties agree as follows: 1. AUTHORIZATION The above named Authorized Reseller has been appointed on a non-exclusive basis for the distribution, resale, service and promotion of SAGE INC products. SAGE INC reserves the right to appoint additional distributors and to sell directly or through its agents in the market area as it deems necessary for effective market coverage. 2. PRICES AND TERMS Subject to written order acceptance, SAGE INC agrees to sell, and Authorized Reseller agrees to purchase, the products at prices set forth in the SAGE INC authorized distributor net price schedule ("Distributor Schedule"), F.O.B. shipping point, net 30 days, on SAGE

Sage Inc/Ca – 1997 STOCK PLAN (October 12th, 1999)

1 EXHIBIT 10.2 SAGE, INC. 1997 STOCK PLAN 1. PURPOSE OF THE PLAN. The purposes of this 1997 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRA

Sage Inc/Ca – LOAN AND SECURITY AGREEMENT (October 12th, 1999)

1 SAGE, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF JULY 19, 1999 2 This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of July __, 1999, by and between GENERAL BANK ("BANK") and SAGE, INC., a California corporation ("BORROWER"). RECITALS A. Borrower and Bank entered into that certain Loan Agreement with an effective date of November 4, 1998 (the "PRIOR LOAN AGREEMENT"), pursuant to which Bank agreed to extend and make loans available to Borrower up to the maximum amount of $2,000,000 (the "ORIGINAL COMMITMENT") subject to the terms and conditions contained herein. B. Borrower and Bank desire to amend and restate the Prior Loan Agreement in its entirety to, among other things, amend and restate the terms of the Original Commitment, all as more fully set fo

Sage Inc/Ca – FORM OF INDEMNIFICATION AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.1 SAGE, INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made and entered into by and between Sage, Inc., a Delaware corporation ("Company"), and ___________________ ___________________ ("Indemnitee") on this ______ day of ________________, ______. Introduction Indemnitee is a director and/or officer of the Company. The parties intend for the Company to provide indemnification to the fullest extent permitted by the Delaware General Corporation Law (the "Act") (including advancement of expenses) to Indemnitee against any and all liabilities asserted against Indemnitee, as the Act presently exists and may be expanded from time to time. Based on such premise, and for certain good and valuable consideration, the receipt and sufficiency of which are hereb

Sage Inc/Ca – MASTER DISTRIBUTOR AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.4 MASTER DISTRIBUTOR AGREEMENT This Agreement effective as of the 30th day of September, 1997, by and between SAGE, INC., having offices at 4633 Old Ironsides, Santa Clara, California 95054, ("Manufacturer"), and AVNET, INC., having offices at 2617 South 46th Street, Phoenix, Arizona 85034 ("Distributor"). 1. PRODUCTS The term "Product" or "Products" as used herein shall mean the items listed on Exhibit "A" hereto, as changed from time to time in accordance with the provisions of this Agreement. 2. APPOINTMENT/TERRITORY Manufacturer hereby appoints Distributor and Distributor hereby accepts the appointment, as the non-exclusive distributor for the Products within the following described territory: United States and Canada (the "Territory"), and at all locations identified in Exhibit "B". This agreement shall automatically be extended to any other Electron

Sage Inc/Ca – UNDERWRITING AGREEMENT (October 12th, 1999)

1 EXHIBIT 1.1 UNDERWRITING AGREEMENT Date BancBoston Robertson Stephens Inc. Prudential Securities, Inc. and Needham & Company, Inc. As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, CA 94104 Ladies and Gentlemen: INTRODUCTORY. Sage, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of [___] shares (the "Firm Shares") of its Common Stock, par value $[___] per share (the "Common Shares"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [___] Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Sh

Sage Inc/Ca – JOINT DEVELOPMENT AND LICENSE AGREEMENT (October 12th, 1999)

1 EXHIBIT 10.03 JOINT DEVELOPMENT AND LICENSE AGREEMENT This Joint Development and License Agreement ("Agreement"), is entered into on July 23,1999 (the "Effective Date"), between Sage, Inc. ("Sage"), a Delaware corporation with a principal place of business at 2460 North First Street, #100, San Jose, California 95131, and Faroudja Laboratories, Inc. ("Faroudja"), a California corporation with a principal place of business at 750 Palomar Avenue, Sunnyvale, California 94086 (hereinafter referred to collectively as the "Parties" and individually as a "Party"). RECITALS WHEREAS, Sage designs, develops, manufactures and markets application specific integrated circuits ("ASIC") primarily for the flat panel display market; WHEREAS, Faroudja is recognized as a leader in developing video processing and image enhancement technologies and designs,

Sage Inc/Ca – UNDERWRITING AGREEMENT (August 30th, 1999)

1 EXHIBIT 1.1 UNDERWRITING AGREEMENT Date BancBoston Robertson Stephens Inc. Prudential Securities, Inc. and Needham & Company, Inc. As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, CA 94104 Ladies and Gentlemen: INTRODUCTORY. Sage, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of [___] shares (the "Firm Shares") of its Common Stock, par value $[___] per share (the "Common Shares"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [___] Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Sh

Sage Inc/Ca – 1997 STOCK PLAN (August 30th, 1999)

1 EXHIBIT 10.2 SAGE, INC. 1997 STOCK PLAN 1. PURPOSE OF THE PLAN. The purposes of this 1997 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRA

Sage Inc/Ca – FORM OF INDEMNIFICATION AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.1 SAGE, INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made and entered into by and between Sage, Inc., a Delaware corporation ("Company"), and ___________________ ___________________ ("Indemnitee") on this ______ day of ________________, ______. Introduction Indemnitee is a director and/or officer of the Company. The parties intend for the Company to provide indemnification to the fullest extent permitted by the Delaware General Corporation Law (the "Act") (including advancement of expenses) to Indemnitee against any and all liabilities asserted against Indemnitee, as the Act presently exists and may be expanded from time to time. Based on such premise, and for certain good and valuable consideration, the receipt and sufficiency of which are hereb

Sage Inc/Ca – INVESTORS' RIGHTS AGREEMENT (August 30th, 1999)

1 EXHIBIT 4.2 SAGE, INC. INVESTORS' RIGHTS AGREEMENT MAY 1, 1998 2 TABLE OF CONTENTS Page 1. Registration Rights................................................................1 1.1 Definitions...............................................................1 1.2 Request for Registration..................................................2 1.3 Company Registration......................................................4 1.4 Form S-3 Registration.....................................................4 1.5 Obligations of the Company...............................................

Sage Inc/Ca – AUTHORIZED RESELLER AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.6 AUTHORIZED RESELLER AGREEMENT This agreement is executed by and between SAGE INC. and JACO Electronics, "Authorized Reseller" for FLAT PANEL CONNECTIVITY PRODUCTS. The parties agree as follows: 1. AUTHORIZATION The above named Authorized Reseller has been appointed on a non-exclusive basis for the distribution, resale, service and promotion of SAGE INC. products. SAGE INC. reserves the right to appoint additional distributors and to sell directly or through its agents in the market areas as it deems necessary for effective market coverage. 2. PRICES AND TERMS Subject to written order acceptance, SAGE INC. agrees to sell, and Authorized Reseller agrees to purchase, the products at prices set forth in the SAGE INC. authorized distributor net price schedule ("Distributor Schedule"), F.O.E. shipping point, net 30 days, on S

Sage Inc/Ca – INVESTORS' RIGHTS AGREEMENT (August 30th, 1999)

1 EXHIBIT 4.4 SAGE, INC. INVESTORS' RIGHTS AGREEMENT JULY 26, 1999 2 TABLE OF CONTENTS Page ---- 1. Registration Rights.......................................................... 1 1.1 Definitions........................................................... 1 1.2 Request for Registration.............................................. 2 1.3 Company Registration.................................................. 4 1.4 Form S-3 Registration.............

Sage Inc/Ca – AUTHORIZED RESELLER AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.5 AUTHORIZED RESELLER AGREEMENT This agreement is executed by and between SAGE INC and REPTRON ELECTRONICS, "Authorized Reseller" for FLAT PANEL CONNECTIVITY PRODUCTS. The parties agree as follows: 1. AUTHORIZATION The above named Authorized Reseller has been appointed on a non-exclusive basis for the distribution, resale, service and promotion of SAGE INC products. SAGE INC reserves the right to appoint additional distributors and to sell directly or through its agents in the market area as it deems necessary for effective market coverage. 2. PRICES AND TERMS Subject to written order acceptance, SAGE INC agrees to sell, and Authorized Reseller agrees to purchase, the products at prices set forth in the SAGE INC authorized distributor net price schedule ("Distributor Schedule"), F.O.B. shipping point, net 30 days, on SAGE

Sage Inc/Ca – HARDWARE DISTRIBUTION AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.7 BELL MICROPRODUCTS, INC. HARDWARE DISTRIBUTION AGREEMENT This Agreement, made this 10 day of October, 1996, is by and between Bell Microproducts, Inc. ("Distributor"), a California Corporation having its principal place of business at 1941 Ringwood Avenue, San Jose 95131-1721, and Sage Inc. ("Vendor"), a California Corporation having its principal place of business at 4633 Ironsides Drive, Suite 420, Santa Clara, California, 95054. RECITALS Vendor manufactures, produces and/or supplies computer products and desires to grant to Distributor the right to sell and distribute the products, as hereinafter defined, upon the terms and conditions set forth below. Distributor is engaged in the sale and distribution of computer products and desires to have the right to sell and distribute Vendor's products and upon said te

Sage Inc/Ca – MASTER DISTRIBUTOR AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.4 MASTER DISTRIBUTOR AGREEMENT This Agreement effective as of the 30th day of September, 1997, by and between SAGE, INC., having offices at 4633 Old Ironsides, Santa Clara, California 95054, ("Manufacturer"), and AVNET, INC., having offices at 2617 South 46th Street, Phoenix, Arizona 85034 ("Distributor"). 1. PRODUCTS The term "Product" or "Products" as used herein shall mean the items listed on Exhibit "A" hereto, as changed from time to time in accordance with the provisions of this Agreement. 2. APPOINTMENT/TERRITORY Manufacturer hereby appoints Distributor and Distributor hereby accepts the appointment, as the non-exclusive distributor for the Products within the following described territory: United States and Canada (the "Territory"), and at all locations identified in Exhibit "B". This agreement shall automatically be extended to any other Electron

Sage Inc/Ca – JOINT DEVELOPMENT AND LICENSE AGREEMENT (August 30th, 1999)

1 EXHIBIT 10.03 JOINT DEVELOPMENT AND LICENSE AGREEMENT This Joint Development and License Agreement ("Agreement"), is entered into on July 23,1999 (the "Effective Date"), between Sage, Inc. ("Sage"), a Delaware corporation with a principal place of business at 2460 North First Street, #100, San Jose, California 95131, and Faroudja Laboratories, Inc. ("Faroudja"), a California corporation with a principal place of business at 750 Palomar Avenue, Sunnyvale, California 94086 (hereinafter referred to collectively as the "Parties" and individually as a "Party"). RECITALS WHEREAS, Sage designs, develops, manufactures and markets application specific integrated circuits ("ASIC") primarily for the flat panel display market; WHEREAS, Faroudja is recognized as a leader in developing video processing and image enhancement technologies and designs,

Sage Inc/Ca – INVESTORS' RIGHTS AGREEMENT (August 30th, 1999)

1 EXHIBIT 4.3 SAGE, INC. INVESTORS' RIGHTS AGREEMENT MAY 1, 1999 2 TABLE OF CONTENTS Page 1. Registration Rights................................................................1 1.1 Definitions...............................................................1 1.2 Request for Registration..................................................2 1.3 Company Registration......................................................4 1.4 Form S-3 Registration.....................................................4 1.5 Obligations of the Company...............................................

Sage Inc/Ca – LOAN AND SECURITY AGREEMENT (August 30th, 1999)

1 SAGE, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF JULY 19, 1999 2 This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of July __, 1999, by and between GENERAL BANK ("BANK") and SAGE, INC., a California corporation ("BORROWER"). RECITALS A. Borrower and Bank entered into that certain Loan Agreement with an effective date of November 4, 1998 (the "PRIOR LOAN AGREEMENT"), pursuant to which Bank agreed to extend and make loans available to Borrower up to the maximum amount of $2,000,000 (the "ORIGINAL COMMITMENT") subject to the terms and conditions contained herein. B. Borrower and Bank desire to amend and restate the Prior Loan Agreement in its entirety to, among other things, amend and restate the terms of the Original Commitment, all as more fully set fo