EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2008 • Digital Domain • Services-motion picture & video tape production • California
This Employment Agreement (this “Agreement”) is made and entered into by and between Digital Domain, Inc. (the “Company”) and Joseph M. Gabriel (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2007 • Digital Domain • California
This Employment Agreement (this “Agreement”) is made and entered into by and between Wyndcrest DD Holdings, Inc. (the “Company”) and Jonathan Teaford (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2008 • Digital Domain • Services-motion picture & video tape production • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of ____________, 200_ (the “Effective Date”), is made between Digital Domain, a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).
COMMERCIAL LEASE FORMDigital Domain • December 11th, 2007 • California
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2007 • Digital Domain • California
This Employment Agreement (this “Agreement”) is made and entered into by and between Digital Domain, Inc. (the “Company”) and Cliff Plumer (“Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 11th, 2007 • Digital Domain • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of July 26, 2007, by and between Wyndcrest DD Holdings, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 300 Rose Avenue, Venice, California 90291, and the purchaser whose name and address is set forth on the signature pages hereto (the “Purchaser”).
COMMERCIAL LEASE FORMDigital Domain • December 11th, 2007
Common Stock Underwriting AgreementUnderwriting Agreement • March 18th, 2008 • Digital Domain • Services-motion picture & video tape production • New York
Digital Domain, a Delaware corporation (“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [____] shares of common stock, par value $0.0001 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to an additional aggregate of [ ] shares of Stock. The aggregate of [____] shares to be sold by the Company is herein called the “Firm Shares” and the additional aggregate of [____] shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. As used herein, the terms “you” and “your” refer to Thomas Weisel Partners LLC, and the term “this Agreement” refers to this letter agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2008 • Digital Domain • Services-motion picture & video tape production • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the October 11 by and between Wyndcrest DD Holdings, Inc., with offices at 300 Rose Avenue, Venice, CA 90291 (the “Issuer”), and Veronis Suhler Stevenson LLC, a limited liability company with offices at 350 Park Ave., New York, New York 10022 (“Veronis”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2007 • Digital Domain
This is Amendment No. 1 (this “Amendment”), dated as of September 18, 2007 (the “Effective Date”), to the Employment Agreement, dated as of September 29, 2006 (the “Agreement”), between Cliff Plumer (“Employee”) and Digital Domain, Inc. (the “Company”).
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 11th, 2007 • Digital Domain • Delaware
This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of September 26, 2006, is by and among the signatories hereto. All capitalized terms used in this Amendment which are not herein defined shall have the same meanings ascribed to them in the Agreement (as defined infra).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2007 • Digital Domain
This is Amendment No. 1 (this “Amendment”), dated as of September 18, 2007 (the “Effective Date”), to the Employment Agreement, dated as of September 29, 2006 (the “Agreement”), between Mark Miller (“Employee”) and Digital Domain, Inc. (the “Company”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG WYNDCREST DD HOLDINGS, INC. DD ACQUISITION SUBSIDIARY, INC. DIGITAL DOMAIN, INC. and CERTAIN PARTICIPATING STOCKHOLDERS Dated as of May 12, 2006Agreement and Plan of Reorganization • February 4th, 2008 • Digital Domain • Services-motion picture & video tape production • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 12, 2006 (this “Agreement”), is made by and among WYNDCREST DD HOLDINGS, INC., a Delaware corporation (“Parent”), DD ACQUISITION SUBSIDIARY, INC., a wholly owned subsidiary of Parent and a Delaware corporation (“Sub”), DIGITAL DOMAIN, INC., a Delaware corporation (“Company”), and, as to certain specified Sections and Articles of this Agreement only, the Participating Stockholders. Certain capitalized terms used herein are defined in Article IX. An index of the terms defined herein can be found commencing on page v of this Agreement.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 11th, 2007 • Digital Domain • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 21, 2006 (this “Agreement”), is made by and among WYNDCREST DD HOLDINGS, LLC, a Delaware limited liability company (“Parent”), DD ACQUISITION SUBSIDIARY, INC., a wholly owned subsidiary of Parent and a Delaware corporation (“Sub”), DIGITAL DOMAIN, INC., a Delaware corporation (“Company”), and, as to certain specified Sections and Articles of this Agreement only, the Participating Stockholders (as defined infra). John C. Textor, the Manager of Parent, is a signatory to this Agreement solely for purposes of the last sentence of Section 8.2. Certain capitalized terms used herein are defined in Article X. An index of the terms defined herein can be found commencing on page vi of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2007 • Digital Domain • California
This Employment Agreement (this “Agreement”) is made and entered into by and between Digital Domain, Inc. (the “Company”) and Ed Ulbrich (“Employee”).
AMENDMENT NO. 1Digital Domain • March 18th, 2008 • Services-motion picture & video tape production • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 22, 2008 (the “Amendment No. 1 Effective Date”), is to that certain PURCHASE AGREEMENT dated as of July 21, 2006, as amended and restated on May 16, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among Digital Domain Productions, Inc. (f/k/a Digital Domain, Inc.), a Delaware corporation (the “Company”), Digital Domain (f/k/a Wyndcrest DD Holdings, Inc.), a Delaware corporation (“Holdings”), D2 Software, Inc., a Delaware corporation, Wyndcrest UK Holdings Limited, a company organized under the laws of England and Wales, The Foundry Visionmongers Ltd., a company organized under the laws of England and Wales, FMP Agency Services, LLC, as Agent (the “Agent”), and the Noteholder listed on the signature pages thereto (the “Noteholder”). Capitalized terms used but not defined herein have the meanings respectively given to them in the Purchase Agreement.
WYNDCREST DD HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2007 • Digital Domain • California
This Restricted Stock Agreement (this “Agreement”) is made as of March 23, 2007 (the “Effective Date”) by and between Wyndcrest DD Holdings, Inc., a Delaware corporation (the “Company”), and ________________ (the “Holder”).
AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of May 16, 2007 (Amending and Restating the Purchase Agreement dated as of July 21, 2006), among DIGITAL DOMAIN, INC., WYNDCREST DD HOLDINGS, INC., THE SUBSIDIARY GUARANTORS PARTY HERETO, THE PURCHASERS...Purchase Agreement • December 11th, 2007 • Digital Domain • New York
This AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”) is dated as of May 16, 2007, among DIGITAL DOMAIN, INC., a Delaware corporation (the “Company”), WYNDCREST DD HOLDINGS, INC, a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not elsewhere defined herein having the meaning given to it in Article I and together with Holdings and the Company, the “Issuers”), the purchasers listed on Schedules A-1 and A-2 hereto (the “Purchasers”), and FMP AGENCY SERVICES, LLC as agent (in such capacity, the “Agent”) for the Secured Parties.
WYNDCREST DD HOLDINGS, INC. Piggyback Registration Rights AgreementRegistration Rights Agreement • December 11th, 2007 • Digital Domain
This Piggyback Registration Rights Agreement is made as of March 23, 2007 by and among Wyndcrest DD Holdings, Inc., a Delaware corporation (the “Company”), and the Holders signatory hereto (the “Holders”), pursuant to the terms of Section 5.4 of the SPA (as defined infra).
STOCKHOLDERS AGREEMENTStockholders Agreement • December 11th, 2007 • Digital Domain • Delaware
This STOCKHOLDERS AGREEMENT (the “Agreement”) dated as of July 21, 2006, is by and among WYNDCREST DD HOLDINGS, INC., a Delaware corporation (the "Company"), FALCON MEZZANINE PARTNERS II, LP, a Delaware limited partnership ("Falcon"), and WYNDCREST DD INVESTMENT HOLDINGS, LLC, MICHAEL BAY, DAN MARINO, CARL STORK, JONATHAN TEAFORD and JOHN C. TEXTOR (each, an "Investor", and together the "Investors"). Falcon, the Investors, and their respective Permitted Transferees (as defined below) are each referred to herein as a "Stockholder" and together as the "Stockholders". Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1 hereof.
