SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 6, 2012, is by and among Digital Domain Media Group, Inc., a Florida corporation with offices located at 10250 SW Village Parkway, Port St. Lucie, FL 34987 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2012, is by and among Digital Domain Media Group, Inc., a Florida corporation with offices located at 10250 SW Village Parkway, Port St. Lucie, Florida 34987 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
shares DIGITAL DOMAIN MEDIA GROUP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
Digital Domain Media Group, Inc., a Florida corporation (the “Company”), proposes to sell an aggregate of [●] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [●] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2012, by and among Digital Domain Media Group, Inc., a Florida corporation, with headquarters located at 10250 SW Village Parkway, Port St. Lucie, FL 34987 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
logo] EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
This Employment Agreement (this “Agreement”) is made and entered into by and between Digital Domain Media Group, Inc. (“DDMG” or the “Company”) and Darin Grant (“Employee”).
VOTING AGREEMENTVoting Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
VOTING AGREEMENT, dated as of May 2012 (this “Agreement”), by and between Digital Domain Media Group, Inc., a Florida corporation with offices located at 10250 SW Village Parkway, Port St. Lucie, FL 34987 (the “Company”) and (the “Stockholder”).
JOINT MARKETING AND PRODUCTION VFX SERVICES AGREEMENTJoint Marketing and Production VFX Services Agreement • September 20th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
THIS JOINT MARKETING AND PRODUCTION VFX SERVICES AGREEMENT (this “Agreement”), dated and effective as of July 8, 2011, is entered into by and between:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of ____________, 201_ (the “Effective Date”), is made between Digital Domain Media Group, Inc., a Florida corporation (the “Company”), and _______________ (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
This Employment Agreement (this “Agreement”) is made and entered into by and between Wyndcrest DD Florida, Inc. (the “Company”) and John Textor (“Employee”).
GRANT AGREEMENT By and Between CITY OF PORT ST. LUCIE and WYNDCREST DD FLORIDA, INC. dated as of November 25, 2009Grant Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
This Grant Agreement (this “Agreement”), dated as of November 25, 2009 (the “Effective Date”), is made by and between City of Port St. Lucie, a Florida municipal corporation (“City”), by and through its City Council (the “Council”), and Wyndcrest DD Florida, Inc., a corporation organized under the laws of the State of Florida (“WDDF”).
WARRANTWarrant • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Delaware
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO AN AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT, DATED AS OF NOVEMBER 24, 2010, BY AND AMONG DIGITAL DOMAIN HOLDINGS CORPORATION, A FLORIDA CORPORATION (THE “COMPANY”), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “INVESTOR’S RIGHTS AGREEMENT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTOR’S RIGHTS AGREEMENT. A COPY OF THE INVESTOR’S RIGHTS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of _______, 2011, by and between Digital Domain Media Group, Inc. (the “Company”), a corporation organized under the laws of the State of Florida, with its principal offices at 8881 US Highway 1, Port St. Lucie, FL 34952, and the purchaser whose name and address is set forth on the signature pages hereto (the “Purchaser”).
COMMERCIAL LEASE FORMDigital Domain Media Group, Inc. • July 1st, 2011 • Services-motion picture & video tape production
VILLAGE CENTER LEASE AGREEMENTVillage Center Lease Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
THIS LEASE is made and entered into this 10th day of December, 2009 (“Effective Date”), by and between Landlord and Tenant (as said terms are hereafter defined in Article 1).
SUBLEASESublease • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
THIS SUBLEASE ("Sublease") is made as of December 31, 2010, by and between GOOGLE INC., a Delaware corporation (hereinafter referred to as "Sublandlord"), and DIGITAL DOMAIN PRODUCTIONS, INC., a Delaware corporation ("Subtenant"), with regard to the following facts.
ContractDebt Exchange Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination And Intercreditor Agreement dated as of May 7, 2012 (as amended, restated or otherwise amended from time to time, the “Subordination Agreement”) among HUDSON BAY MASTER FUND LTD., as collateral agent (the “Senior Agent”), Lender (as defined below), as subordinated creditor, and the Company (as defined below) to the indebtedness (including interest) owed by the Company, and the security interests and liens securing such indebtedness, pursuant to that certain Securities Purchase Agreement dated as of May 6, 2012 among the Company, Agent and the buyers from time to time party thereto, that certain Security And Pledge Agreement dated as of May 7 2012 by and among the Company, Agent, and the grantors party thereto, and various related documents, and to indebtedness refinanci
WARRANT PURCHASE AGREEMENT by and between DIGITAL DOMAIN MEDIA GROUP, INC. (the “Company”) and COMVEST CAPITAL II LP (“Purchaser”) June 30, 2011Warrant Purchase Agreement • July 20th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
This Warrant Purchase Agreement (the “Agreement”) is made and entered into as of June 30, 2011, by and between Digital Domain Media Group, Inc., a Florida corporation (the “Company”), and Comvest Capital II LP (“Purchaser”).
DDMG Letterhead] October 31, 2011Digital Domain Media Group, Inc. • November 4th, 2011 • Services-motion picture & video tape production
Reference is made to that certain Amended Restated Convertible Secured Promissory Note and Option Agreement dated November 24, 2010 (the “Note”) by and between Digital Domain Media Group, Inc., a Florida corporation (formerly known as Digital Domain Holdings Corporation, a Florida corporation) (hereafter the “Company”) and PBC Digital Holdings, LLC, a Delaware limited liability company (hereafter “PBC Digital Lender”); and to that certain Amended and Restated Warrant dated November 24, 2010 (the “Warrant”) by and between the Company and PBC Digital Lender. Unless otherwise noted, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Note or the Warrant, as applicable.
Office Lease LARKSPUR LANDING OFFICE PARK LARKSPUR LANDING BUILDING 1100 LARKSPUR, CALIFORNIA Between CA-LARKSPUR LANDING OFFICE PARK LIMITED PARTNERSHIP, a Delaware limited partnership as Landlord, and DIGITAL DOMAIN PRODUCTIONS, INC., a Delaware...Office Lease • August 12th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-LARKSPUR LANDING OFFICE PARK LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and DIGITAL DOMAIN PRODUCTIONS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B-1 (Suite 255 and Suite 270 Work Letter); Exhibit B-2 (Suite 350 Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit G (Asbestos Notification); and Exhibit H (Guaranty of Lease).
FIRST AMENDMENT TO GRANT AGREEMENT By and Between CITY OF PORT ST. LUCIE and WYNDCREST DD FLORIDA, INC. dated as of February 22, 2010Grant Agreement • July 20th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
This FIRST AMENDMENT TO Grant Agreement (this “Agreement”), dated as of November 25, 2009 February 22, 2010 (the “Effective Date”), is made by and between City of Port St. Lucie, a Florida municipal corporation (“City”), by and through its City Council (the “Council”), and Wyndcrest DD Florida, Inc., a corporation organized under the laws of the State of Florida (“WDDF”).
AMENDED AND RESTATED LEASE AGREEMENT WYNDCREST DD FLORIDA, INC.Lease Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
This Amended and Restated Capital Lease Agreement (“Lease”), dated as of April 8th, 2010 (the “Commencement Date”), is made by and between City of Port St. Lucie, a Florida municipal corporation (“City”), by and through its City Council (the “Council”), and Wyndcrest DD Florida, Inc., a corporation organized under the laws of the State of Florida (“WDDF”).
DEVELOPMENT AGREEMENTDevelopment Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS DEVELOPMENT AGREEMENT (the “Agreement”) is made by and between the WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic organized pursuant to Chapter 163, Florida Statutes (the “CRA”), with an address of 401 Clematis Street, West Palm Beach, Florida 33401, and DIGITAL DOMAIN HOLDINGS CORPORATION, a Florida corporation (“DDH” or “Developer”) with an address of 10521 SW Village Center Drive, Suite 201, Port St. Lucie, Florida 34987.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
This First Amendment to Employment Agreement (“Amendment”) is made and entered into as of the 13th day of July, 2011, and amends that certain Employment Agreement dated July 23, 2010 (“Employment Agreement”) by and between Digital Domain Media Group, Inc. (f/k/a Digital Domain Holdings Corporation) (“Company”) and Edwin C. Lunsford, III (“Employee”). All capitalized terms in this Amendment shall have the same meaning as in the Employment Agreement, unless otherwise noted herein.
DDMG Letterhead] November 1, 2011Letter Agreement • November 4th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
Reference is made to that certain Letter Agreement dated October 31, 2011 (“Prior Letter Agreement”) between Digital Domain Media Group, Inc., a Florida corporation (formerly known as Digital Domain Holdings Corporation, a Florida corporation) (hereafter the “Company”) and PBC Digital Holdings, LLC, a Delaware limited liability company (hereafter “PBC Digital Lender”), which amended the terms of the Note (as defined therein) and Warrant (as defined therein) by and between the Company and PBC Digital Lender. Unless otherwise noted, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Prior Letter Agreement, Note or the Warrant, as applicable.
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT dated as of November 24, 2010 by and between DIGITAL DOMAIN HOLDINGS CORPORATION, PBC MGPEF DDH, LLC and PBC DIGITAL HOLDINGS, LLCConvertible Note and Warrant Purchase Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
This AMENDED AND RESTATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated as of November 24, 2010, is by and between PBC DIGITAL HOLDINGS, LLC, a Delaware limited liability company (“PBC DH”), PBC MGPEF DDH, LLC, a Delaware limited liability company (“PBC Macquarie” and, together with PBC DH, the “Purchaser”) and DIGITAL DOMAIN HOLDINGS CORPORATION, a Florida corporation (the “Company”).
SHAREHOLDER’S AGREEMENTShareholder’s Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
THIS SHAREHOLDER’S AGREETMENT (the “Agreement”), dated as of the ___ day of March, 2010, is between and among DIGITAL, DOMAIN HOLDINGS CORPORATON (f/k/a WYNDCREST DD FLORIDA, INC.), a Florida corporation (the “Company”) and the shareholders whose signatures appear on the signature page hereto (the shareholders are collectively referred to as “Shareholders” and individually as a “Shareholder”). The Shareholders and the Company are sometimes collectively referred to herein as the “parties” or individually referred to herein as a “party”.
CO-OPERATION AGREEMENT relating to the Development and operation of a Production Studio and Institute in the Media Zone - Abu DhabiCo-Operation Agreement • June 11th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
A DDMG is an innovative digital production company that has delivered imagery for ground-breaking commercials and visuals for more than eighty (80) movies earning multiple Academy Awards®.
Indian River State College LEASE AGREEMENTLease Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS LEASE AGREEMENT (Hereinafter referred to as “Agreement”), is made and entered into as of this _______ day of _____, 2010, (“Effective Date”), by and between the District Board of Trustees of Indian River State College (“Landlord”) and Digital Domain Holdings (“Tenant”). Under no circumstances shall the Agreement be deemed to constitute, construe or imply to create the relationship of principal and agent, partnership, joint venture or other type of business relationship between the parties other than the relationship of landlord/tenant.
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
This Employment Agreement (“Agreement”) is made and entered into by and between DIGITAL DOMAIN MEDIA GROUP, INC a Florida corporation (“Company”) and John M. Nichols (“Employee”).
DDMG Letterhead] October 31, 2011Digital Domain Media Group, Inc. • November 4th, 2011 • Services-motion picture & video tape production
Reference is made to that certain Amended Restated Convertible Secured Promissory Note and Option Agreement dated November 24, 2010 (the “Note”) by and between Digital Domain Media Group, Inc., a Florida corporation (formerly known as Digital Domain Holdings Corporation, a Florida corporation) (hereafter the “Company”) and PBC MGPEF DDH, LLC, a Delaware limited liability company (hereafter “PBC MGPEF Lender”); and to that certain Amended and Restated Warrant dated November 24, 2010 (the “Warrant”) by and between the Company and PBC MGPEF Lender. Unless otherwise noted, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Note or the Warrant, as applicable.
AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS AGREEMENT FOR PURCHASE AND SALE (“Agreement”) dated as of the “Effective Date” (as hereinafter defined) by and between TRADITION OUTLET, LLC, a Florida limited liability company (“Seller”) and DDH LAND HOLDINGS, LLC, a Florida limited liability company (“Buyer”).
LEASE ASSIGNMENT AND ASSUMPTIONLease Assignment and Assumption • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
THIS LEASE ASSIGNMENT AND ASSUMPTION (this “Assignment”) is made and entered into as of the 1st day of October, 2010 by and among Gribble Entertainment, Inc., a California corporation (“Assignor”), and Digital Domain Productions, Inc., a Delaware corporation (“Assignee”) with reference to the following facts:
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated as of December 30, 2010, is by and between PBC DIGITAL HOLDINGS II, LLC, a Delaware limited liability company (the “Purchaser”) and DIGITAL DOMAIN HOLDINGS CORPORATION, a Florida corporation (the “Company”).
GRANT AGREEMENTGrant Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS GRANT AGREEMENT (this “Agreement”) is made by and between the WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic (the “CRA” or “Grantor”), with an address of 401 Clematis Street, West Palm Beach, Florida 33401, and DIGITAL DOMAIN HOLDINGS CORPORATION, a Florida corporation (“DDH” or “Grantee”), with an address of 10521 SW Village Center Drive, Suite 201, Port St. Lucie, Florida 34987.
AGREEMENT AMONG BUYERSAgreement Among Buyers • August 17th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
THIS AGREEMENT AMONG BUYERS, dated as of August 16, 2012, is made by and among Hudson Bay Master Fund Ltd, in its capacity as collateral agent for Buyers (in such capacity, the “Collateral Agent”), PBC GP III, LLC (the “Management Company”), and PBC Digital Holdings II, LLC (“PBC”).
