Warrant to Purchase Shares of Common StockGAM Selection Investment Inc.docx

1、Warrant to Purchase Shares of Common Stock GAM Selection Investment IncTHIS 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 INACCORDAN

2、CE 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.THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE

3、 ORIGINAL HOLDER OF THIS WARRANT THATPROHIBITS SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES REPRESENTED HEREBY FOR A PERIOD OF TWO YEARS FROM THE ISSUE DATE OF THIS WARRANT. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THIS AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY.WARRAN

4、T TO PURCHASESHARES OF COMMON STOCK OFTHE 3DO COMPANY Issue Date: October 9, 2001Warrant No. CW-8 36,000 Shares of Common Stock1. Issuance. This Warrant is issued to GAM Selection Investment Inc.(the Holder), by The 3DO Company, a Delaware corporation (hereinafter with itssuccessors called the Compa

5、ny) pursuant to the Stock 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 exerciserestriction provided for

6、 in Section 6 hereof, this Warrant certifies that, forvalue received, the Holder of this Warrant is entitled upon surrender of thisWarrant with the subscription form annexed hereto as Appendix 1 duly executed,at the principal office of the Company, to purchase from the Company 36,000 fully paid and

7、nonassessable shares of Common Stock of the Company (the Common Stock) at a price per share (the Purchase Price) of $2.27, subject to adjustment pursuant to Sections 8 and 9 below.3. Payment of Purchase Price. The Purchase Price may be paid (i) incash or by certified check or wire transfer, (ii) by

8、the cancellation, surrenderor forgiveness by the Holder to the Company of any promissory notes or otherobligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to theprincipal amount thereof plus accrued intere

9、st to the date of surrender, or(iii) by any combination of the foregoing.4. Net Issue Election. Notwithstanding any provisions herein to thecontrary, the Holder may elect to receive, without the payment by the Holder ofany additional consideration, shares of Common Stock equal to the value (asdeterm

10、ined below) of this Warrant by the surrender of this Warrant to theCompany, with the net issue election notice set forth in Appendix 1 annexedhereto duly executed, at the principal office of the Company. Thereupon, theCompany shall issue to the Holder such number of fully paid and nonassessableshare

11、s of Common Stock as is computed using the following formula: X = Y(A-B) - Awhere: 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,

12、the portion of the Warrant being exercised at the time the net issue election is made pursuant to this Section4.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 theover-the-counter ma

13、rket, then the closing price of the CommonStock on the business day immediately prior to the date ofexercise 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 list

14、ed on a national securities exchange or onthe 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

15、 made pursuant to this Section 4.5. Fractional Shares. No fractional shares shall be issued uponexercise of this Warrant. The Company shall, in lieu of issuing any fractionalshare, pay the holder entitled to such fraction a sum in cash equal to suchfraction multiplied by the then effective Purchase

16、Price.6. Exercise. (a) Expiration Date. Holders rights under this Warrant expire at5:00 p.m. Pacific Time on the fifth anniversary of the date of this Warrant (theExpiration Date) and shall be void thereafter. (b) Delivery. Upon the exercise of the rights represented by thisWarrant, the Company shal

17、l use good faith efforts to issue and deliver to theHolder a certificate or certificates for the shares of Common Stock issuableupon exercise of this Warrant so purchased, registered in the name of the Holderwithin a reasonable time after the rights represented by this Warrant shall havebeen so exer

18、cised and in any event within twenty (20) days after receipt of theNotice 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

19、 been exercised shall also be issued to the Holder as soon as possible andin any event within such twenty (20) day period.7. Reserved Shares; Valid Issuance. The Company covenants that it willat all times from and after the date hereof reserve and keep available suchnumber of its authorized shares o

20、f Common Stock of the Company, free from allpreemptive or similar rights therein, as will be sufficient to permit theexercise of this Warrant in full. If at any time between the date hereof and theExpiration Date, the number of authorized but unissued shares of Common Stock shall not be sufficient t

21、o permit exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company further covenants that such shares as may be issued pursuan

22、t to such exercise will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.8. Stock Splits and Dividends. If after the date hereof the Companyshall subdivide the Common Stock, by stock split or othe

23、rwise, or combine theCommon Stock, or issue additional shares of Common Stock in payment of a stock dividend on the Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend,

24、 or proportionately decreased in thecase of a combination, and the Purchase Price shall forthwith be proportionatelydecreased in the case of a subdivision or stock dividend, or proportionatelyincreased in the case of a combination.9. Mergers and Reclassifications. If after the date hereof the Compan

25、yshall enter into any Reorganization (as hereinafter defined), then, as acondition of such Reorganization, lawful provisions shall be made, and dulyexecuted documents evidencing the same from the Company or its successor shallbe delivered to the Holder, so that the Holder shall thereafter have the r

26、ightto purchase, at a total price not to exceed that payable upon the exercise ofthis Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased by t

27、he Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number

28、of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 9, the term Reorganization shall include without limitation any reclassification, capital reo

29、rganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 8 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in whi

30、ch the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.10. No Voting or Dividend

31、 Rights. Nothing contained in this Warrantshall be construed as conferring upon the Holder hereof the right to vote or toconsent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company prior to the exercise of the Holders rig

32、hts to purchase shares of Common Stock as provided for herein. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.11. Amendment. The terms of this Warrant may be amended, modified orwaived only with the written consent of the Holder.12. Notices, Etc. Any notice, request or other communication requiredor permitted hereu