Warrant To Purchase

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.


WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF
THE 3DO COMPANY


Issue Date: December 27, 2002


Warrant No. CW-11 2,000,000 Shares of Common Stock


1. Issuance. This Warrant is issued to William M. Hawkins, III (the "Holder"), by The 3DO Company, a Delaware corporation (hereinafter with its successors called the "Company") pursuant to the Note and Warrant Purchase Agreement of even date herewith (the "Purchase Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.


2. Purchase Price; Number of Shares. Subject to the exercise restriction provided for in Section 6 hereof, this Warrant certifies that, for value received, the Holder of this Warrant is entitled upon surrender of this Warrant with the subscription form annexed hereto as Appendix 1 duly executed, at the principal office of the Company, to purchase from the Company 2,000,000 fully paid and nonassessable shares of Common Stock of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $2.52, subject to adjustment pursuant to Sections 8 and 9 below.


3. Payment of Purchase Price. The Purchase Price may be paid (i) in cash or by certified check or wire transfer, (ii) by the cancellation, surrender or forgiveness by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (iii) by any combination of the foregoing.


4. Net Issue Election. Notwithstanding any provisions herein to the contrary, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant by the surrender of this Warrant to the Company, with the net issue election notice set forth in Appendix 1 annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to


the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula:


X = Y(A-B)
------
A


where: X = the number of shares of Common Stock to be issued to the
Holder pursuant to this Section 4.


Y = the number of shares of Common Stock covered by this
Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being exercised at the time the net issue
election is made pursuant to this Section 4.


A = the fair market value of one share of Common Stock,
determined as follows: (i) if at such time the Common Stock is listed
on a national securities exchange or on the over-the-counter market,
then the closing price of the Common Stock on the business day
immediately prior to the date of exercise or, if no sale of the Common
Stock was made on such day, the first business day immediately
preceding such day upon which a sale was made, or (ii) if at such time
the Common Stock is not listed on a national securities exchange or on
the over-the-counter market, then as determined in good faith by the
Board and agreed to by Holder at the time the net issue election is
made pursuant to this Section 4.


B = the Purchase Price in effect under this Warrant at the
time the net issue election is made pursuant to this Section 4.


5. Fractional Shares. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Purchase Price.


6. Exercise.


(a) Expiration Date. Holder's rights under this Warrant expire at 5:00 p.m. Pacific Time on the fourth anniversary of the date of this Warrant (the "Expiration Date") and shall be void thereafter.


(b) Delivery. Upon the exercise of the rights represented by this Warrant, the Company shall use good faith efforts to issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable upon exercise of this Warrant so purchased, in the name of the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised and in any event within twenty (20) days after receipt of the Notice of Exercise and, unless the Warrant has been fully exercised or expired, a new warrant representing the remaining portion of the Warrant and the underlying Common Stock, if any, with respect to which this Warrant shall not have been exercised shall also be issued to the Holder as soon as possible and in any event within such twenty (20) day period.


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7. Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Common Stock of the Company, free from all preemptive or similar rights therein, as will be sufficient to permit the exercise of this Warrant in full. If at any time between the date hereof and the Expiration Date, the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may be nec ...