Warrant Issued Taiwan Semiconductor MFG. Company

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.





WARRANT TO PURCHASE SHARES

OF SERIES B PREFERRED STOCK



Warrant B-2



Company: 3Dfx Interactive, Inc., a California corporation (the "Company"), and

any corporation that shall succeed to the obligations of the Company

under this Warrant.



Number of Shares: 100,000

----------------------------- Class of Stock: Series B Preferred Stock

----------------------------- Exercise Price: $2.20 per share

----------------------------- Expiration Date: December 31, 2001

----------------------------- Date of Grant: April , 1996

-----------------------------



THIS CERTIFIES THAT, for value received, Taiwan Semiconductor Manufacturing Company, Ltd. is entitled to purchase 100,000 shares of the Company's Series B Preferred Stock (the "Shares") at an Exercise Price of $2.20 per share (as may be adjusted pursuant to Section 5 hereof), subject to the provisions and upon the terms and conditions set forth herein.



1. Definitions.



As used herein, the following terms, unless the context otherwise requires, shall have the following meanings:



(a) "Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations thereunder, as shall be in effect at the time.



(b) "Common Stock" shall mean shares of the presently authorized common stock of the Company and any stock into which such common stock may hereafter be exchanged.







(c) "Holder" shall mean any person who shall at the time be the holder of this Warrant.



(d) "Shares" shall mean the shares of the Series B Preferred Stock that the Holder is entitled to purchase upon exercise of this Warrant, as adjusted pursuant to Section 5 hereof.



(e) "Warrant Price" shall mean the Exercise Price at which this Warrant may be exercised, as may be adjusted pursuant to Section 5 hereof.



2. Term.



A. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time on or before the Expiration Date; provided, however, this Warrant shall expire, if not previously exercised, immediately upon the closing of the issuance of shares of Common Stock of the Company in an underwritten public offering, pursuant to an effective registration statement under the Securities Act of 1933, as amended, in which the aggregate proceeds received by the Company equal at least $7,500,000 and the public offering price is not less than $3.00 per share of Common Stock (appropriately adjusted for stock splits, stock dividends and stock combinations).



B. The Company shall notify Holders if an event or transaction of the kind described in Section 2.A. above is proposed, at least thirty (30) days prior to the closing of such event or transaction and if the Company fails to deliver such written notice at such time, anything to the contrary in this Warrant notwithstanding, the Warrant will not expire until thirty (30) days after the Company delivers such notice to the Holders. Such notice shall also contain such details of the proposed event or transaction as are reasonable in the circumstances and notice that this Warrant is expected to expire upon closing thereof. If such closing does not take place, the Company shall promptly notify the holders that such proposed transaction has been terminated. Anything to the contrary in this Warrant notwithstanding, the holders may rescind any exercise of their Warrants within thirty (30) days of such notice of termination of the proposed transaction if the exercise of their Warrants occurred after the Company notified such holders that an event or transaction of the kind described in Section 2. A above was proposed or if the exercise were otherwise precipitated by such proposed event or transaction. In the event of such rescission, the Warrants will continue to be exercisable on the same terms and conditions.



3. Method of Exercise; Payment; Issuance of New Warrant.



Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this







Warrant (with the notice of exercise form attached hereto as Appendix A duly executed) at the principal office of the Company and by the payment to the Company, by check made payable to the Company drawn on a United States bank and for United States funds of an amount equal to the then applicable Warrant Price per share multiplied by the number of Shares th ...