Lock-Up Agreement - 3dfx Interactive Inc. and GigaPixel Corp.
LOCK-UP AGREEMENT
July 20, 2000
3dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California 95134
As a condition to the closing contemplated by that certain Agreement
and Plan of Reorganization (the "Agreement") dated as of March 27, 2000 by and
among 3dfx Interactive, Inc., a California corporation ("3dfx"), Galapagos
Acquisition Corp., a Delaware corporation, and GigaPixel Corporation, a Delaware
corporation (the "Company"), the undersigned is required to deliver this Lock-up
Agreement. Capitalized terms used and not otherwise defined herein have the
meaning ascribed to them in the Agreement.
The undersigned recognizes that it is in the best financial interests
of the undersigned, as a shareholder of 3dfx, and of 3dfx that the 3dfx Common
Stock received thereby be subject to such restrictions and hereby agrees as
follows:
Before the earlier of (i) the date that is fifteen (15) months after
the Closing Date or (ii) the sale, conveyance or transfer, during any such
quarter during the fifteen-month period, of 836,005 or more shares of 3dfx
Common Stock in the aggregate by the officers and directors of 3dfx listed on
Schedule A, the undersigned shall not: (a) sell, assign, exchange, transfer,
encumber, pledge, distribute or otherwise dispose of (i) any shares of 3dfx
Common Stock received by the undersigned in the Merger, or (ii) any interest
(including, without limitation, an option to buy or sell) in any such shares of
3dfx Common Stock, in whole or in part, in each case in excess of the Permitted
Sale Amount (as defined below), and no such attempted transfer shall be treated
as effective for any purpose; or (b) engage in any transaction, whether or not
with respect to any shares of 3dfx Common Stock or any interest therein, the
intent or effect of which is to reduce the risk of owning the shares of 3dfx
Common Stock acquired pursuant to the Agreement (including, but not limited to,
engaging in put, call, short-sale, straddle or similar market transactions), in
excess of the Permitted Sale Amount. As used herein, "Permitted Sale Amount"
means ten percent (10%) per quarter on a cumulative basis commencing one (1)
quarter after the Closing (e.g., commencing November 1, 2000). The certificates
evidencing the 3dfx Common Stock received by the undersigned in the Merger will
bear a legend substantially in the form set forth below and containing such
other information as 3dfx may deem necessary or appropriate:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER
RESTRICTIONS SET FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN
3DFX INTERACTIVE, INC., A CALIFORNIA CORPORATION, AND THE HOLDER
HEREOF, DATED JULY 20, 2000 (THE "LOCK-UP AGREEMENT"), AND MAY NOT BE
SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED,
DISTRIBUTED OR OTHERWISE DISPOSED OF, OTHER THAN IN CERTAIN PERMITTED
AMOUNTS, PRIOR TO CERTAIN EVENTS DETAILED IN THE LOCK-UP AGREEMENT. THE
ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER
PLACED WITH THE TRANSFER AGENT) UPON (I) THE OCCURRENCE OF THE EVENTS
SPECIFIED IN THE LOCK-UP AGREEMENT AND (II) THE WRITTEN REQUEST OF THE
HOLDER OF THIS CERTIFICATE. A COPY OF THE LOCK-UP AGREEMENT IS
AVAILABLE FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.
Very truly yours,
By: /s/ George T. Haber
---------------------
Name: George T. Haber
Title: President
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SCHEDULE A
Alex Leupp
David Zacarias
Scott Sellers
Bryan Keyes
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