3DFX INTERACTIVE, INC.
VOTING AGREEMENT
This Voting Agreement ("AGREEMENT") is made and entered into as of
December 13, 1998 between STB Systems, Inc., a Texas corporation ("STB"), and
the undersigned shareholder ("SHAREHOLDER") of 3Dfx Interactive, Inc., a
California corporation ("3DFX").
RECITALS
A. Concurrently with the execution of this Agreement, 3Dfx, STB, and
Voodoo Merger Sub, a Texas corporation and a wholly owned subsidiary of 3Dfx
("MERGER SUB"), have entered into an Agreement and Plan of Reorganization of
even date herewith (the "MERGER AGREEMENT") which provides for the merger
(the "MERGER") of Merger Sub with and into STB. Pursuant to the Merger,
shares of Common Stock of STB will be converted into the right to receive
shares of Common Stock of 3Dfx in the manner set forth in the Merger
Agreement.
B. The Shareholder is the record holder and beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT")) of such number of shares of the outstanding Common
Stock of 3Dfx as is indicated on the final page of this Agreement (the
"SHARES").
C. As a material inducement to enter into the Merger Agreement, STB
desires the Shareholder to agree, and the Shareholder is willing to agree,
not to transfer or otherwise dispose of any of the Shares, or any other
shares of capital stock of 3Dfx acquired hereafter and prior to the
Expiration Date (as defined in Section 1.1 below), except as otherwise
permitted hereby, and to vote the Shares and any other such shares of capital
stock of 3Dfx so as to facilitate consummation of the Merger.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 TRANSFER AND ENCUMBRANCE. Shareholder agrees not to transfer
(except as may be specifically required by court order), sell, exchange,
pledge or otherwise dispose of or encumber any of the Shares or any New
Shares as defined in Section 1.2 below, or to make any offer or agreement
relating thereto, at any time prior to the Expiration Date. As used herein,
the term "EXPIRATION DATE" shall mean the earlier to occur of (i) such date
and time as the Merger shall become effective in accordance with the terms
and provisions of the Merger Agreement and (ii) such date and time as the
Merger Agreement shall be terminated in accordance with its terms.
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1.2 ADDITIONAL PURCHASES. Shareholder agrees that any shares of
capital stock of 3Dfx that Shareholder purchases or with respect to which
Shareholder otherwise acquires beneficial ownership (as such term is defined
in Rule 13d-3 under the Exchange Act) after the execution of this Agreement
and prior to the Expiration Date ("NEW SHARES") shall be subject to the terms
and conditions of this Agreement to the same extent as if they constituted
Shares.
2. AGREEMENT TO VOTE SHARES. At every meeting of the shareholders of
3Dfx called with respect to, and at every adjournment thereof, and on every
action or approval by written consent of the shareholders of 3Dfx with
respect to, approval of the Merger Agreement, Shareholder shall vote the
Shares and any New Shares in favor of approval of the Merger Agreement and
the Merger and any matter that could reasonably be expected to facilitate the
Merger. Shareholder agrees not to take any actions contrary to Shareholder's
obligations under this Agreement.
3. IRREVOCABLE PROXY. Concurrently with the execution of this
Agreement, Shareholder agrees to deliver to STB a proxy in the form attached
hereto as ANNEX A (the "PROXY"), which shall be irrevocable, with respect to
the total number of shares of capital stock of 3Dfx beneficially owned (as
such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set
forth therein.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDER.
Shareholder hereby represents, warrants and covenants to STB that Shareholder
(i) is the beneficial owner of the Shares, which at the date hereof and at
all times up until the Expiration Date will be free and clear of any liens,
claims, options, charges or other encumbrances; (ii) does not beneficially
own any shares of capital stock of 3Dfx other than the Shares (excluding
shares as to which Shareholder currently disclaims beneficial ownership in
accordance with applicable law); and (iii) has full power and authority to
make, enter into and carry out the terms of this Agreement and the Proxy.
5. ADDITIONAL DOCUMENTS. Shareholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of STB and Shareholder, as the case may be, to carry out
the intent of this Agreement.
6. CONSENT AND WAIVER. Shareholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreements to which Shareholder is a party or pursuant to
any rights Shareholder may have.
7. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
8. MISCELLANEOUS.
8.1 SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the
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terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
8.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor
any of the rights, interests or obligations of the parties hereto may be
assigned by either of the parties without prior written consent of the other.
8.3 AMENDMENTS AND MODIFICATION. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
8.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that STB will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreement
of Shareholder set forth herein. Therefore, it is agreed that, in addition
to any other remedies that may be available to STB upon any such violation,
STB shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to STB at law
or in equity.
8.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier
(prepaid) to the respective parties as follows:
If to STB: STB Systems, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Rain ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Shareholder: At the address provided on the signature
page hereto
With a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq./▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.
8.6 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
without giving effect to the conflicts of laws principles thereof.
8.7 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
8.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
8.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction of interpretation of
this Agreement.
[Remainder of This Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
STB SYSTEMS, INC.
By:
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Name:
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Title:
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SHAREHOLDER
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Name:
Shareholder's Address for Notice:
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Number of Shares Beneficially Owned:
shares of Common Stock
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[Voting Agreement Signature Page]
ANNEX A
IRREVOCABLE PROXY
The undersigned Shareholder of 3Dfx Interactive, Inc., a California
corporation ("3DFX"), hereby irrevocably appoints the directors on the Board
of Directors of STB Systems, Inc., a Texas corporation ("STB"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned,
with full power of substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the shares of capital stock of 3Dfx
beneficially owned by the undersigned, which shares are listed on the final
page of this Irrevocable Proxy (the "SHARES"), and any and all other shares
or securities issued or issuable in respect thereof on or after the date
hereof, until the earlier to occur of (i) such time as that certain Agreement
and Plan of Reorganization dated as of December 13, 1998 (the "MERGER
AGREEMENT"), among 3Dfx, Voodoo Merger Sub, Inc., a Texas corporation and a
wholly-owned subsidiary of 3Dfx ("MERGER SUB"), and STB, shall be terminated
in accordance with its terms or (ii) the Merger (as defined in the Merger
Agreement) is effective. Upon the execution hereof, all prior proxies given
by the undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof
are hereby revoked and no subsequent proxies will be given.
This proxy is irrevocable, is granted pursuant to the Voting Agreement
dated as of December 13, 1998 between STB and the undersigned Shareholder
(the "VOTING AGREEMENT"), and is granted in consideration of STB entering
into the Merger Agreement. STB and the undersigned Shareholder agree and
acknowledge that the grant of this irrevocable proxy is a material inducement
for STB to enter into the Merger Agreement and is therefore coupled with an
interest and irrevocable. The attorneys and proxies named above will be
empowered at any time prior to termination of the Merger Agreement to
exercise all voting and other rights (including, without limitation, the
power to execute and deliver written consents with respect to the Shares) of
the undersigned at every annual, special or adjourned meeting of 3Dfx
shareholders, and in every written consent in lieu of such a meeting, or
otherwise, in favor of approval of the Merger and the Merger Agreement and
any matter that could reasonably be expected to facilitate the Merger.
The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to termination of the Merger
Agreement at every annual, special or adjourned meeting of the shareholders
of 3Dfx and in every written consent in lieu of such meeting, in favor of
approval of the Merger and the Merger Agreement and any matter that could
reasonably be expected to facilitate the Merger, and may not exercise this
proxy on any other matter. The undersigned Shareholder may vote the Shares
on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: December __, 1998
Signature of Shareholder:
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Print Name of Shareholder:
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Shares beneficially owned:
----------------------------------- shares of Common Stock
[Irrevocable Proxy]