PLAN OF DISSOLUTION
This Plan of Dissolution (this "Plan") is for the purpose of effecting the complete liquidation and dissolution of 3dfx
Interactive, Inc., a California corporation (the "Company").
1. Approval of this Plan. In accordance with Section 1900(a) of the California Corporations Code, this Plan shall
be submitted to the shareholders of the Company for approval at the Special Meeting of Shareholders to be held
for that purpose. This Plan shall become effective and voluntary proceedings for winding up shall commence on
such date, after the approval of the holders of a majority of the Company's outstanding shares of stock, as the
Board of Directors (the "Board") may designate (the "Effective Date").
2. Consummation of the Purchase Agreement Transaction; Cessation of Business. Following the effectiveness of
this Plan, and in the event the Company's shareholders approve the transaction (the "Asset Sale") contemplated
by that certain Asset Purchase Agreement dated as of December 15, 2000, between the Company, nVidia
Corporation and a subsidiary of nVidia Corporation (as it may be amended, the "Purchase Agreement"), the
Company shall consummate the Asset Sale, and then continue with its winding up pursuant to this Plan and shall
not engage in any further business activities, except for the purpose of managing its investments in cash, cash
equivalents and other marketable securities, completing work in process, disposing of its assets, providing for
satisfaction of its obligations, adjusting and winding up its business and affairs, and distributing the proceeds from
the disposition of its assets in accordance with this Plan. The Board then in office shall continue in office solely for
that purpose. The Board shall dissolve the Company as soon as it deems feasible.
3. Continuing Employees and Consultants. For the purpose of effecting the liquidation of the Company's assets,
the Company shall hire or retain, at the discretion of the Board, such employees and consultants as