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”).
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”).
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
OMNIBUS CONSENT AND AGREEMENT RE RESTRUCTURINGOmnibus Consent and Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
THIS OMNIBUS CONSENT AND AGREEMENT RE RESTRUCTURING (this “Agreement”) is dated as of May 6, 2012 and is entered into by and among DIGITAL DOMAIN MEDIA GROUP, INC., a Florida corporation (“Borrower”), and COMVEST CAPITAL II, L.P., a Delaware limited partnership (“Comvest”).
ContractIntellectual Property Security Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • British Columbia
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 modified from time to time, the “Subordination Agreement”) among HUDSON BAY MASTER FUND LTD., as First Lien Collateral Agent (the “First Lien Collateral Agent”), COMVEST CAPITAL II, L.P. (the “Subordinated Creditor”), and DIGITAL DOMAIN MEDIA GROUP, INC. (the “Company”) 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, First Lien Collateral 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, First Lien Collateral Agent,
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
SECURITY AND PLEDGE AGREEMENT, dated as of May 7, 2012 (this “Agreement”), is made by Digital Domain Media Group, Inc., a Florida corporation (the “Company”), and the undersigned subsidiaries of the Company (each a “Grantor” and collectively and together with the Company, the “Grantors”), in favor of Hudson Bay Master Fund Ltd., a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of May 6, 2012 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
ContractSecurity 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 modified from time to time, the “Subordination Agreement”) among HUDSON BAY MASTER FUND LTD., as First Lien Collateral Agent (the “First Lien Collateral Agent”), COMVEST CAPITAL II, L.P. (the “Subordinated Creditor”), and DIGITAL DOMAIN MEDIA GROUP, INC. (the “Company”) 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, First Lien Collateral 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, First Lien Collateral Agent,
CANADIAN SECURITY AND PLEDGE AGREEMENTCanadian Security and Pledge Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • British Columbia
CANADIAN SECURITY AND PLEDGE AGREEMENT, dated as of May 7, 2012 (this “Agreement”), is made by Digital Domain Media Group, Inc., a Florida corporation (the “Company”), and Digital Domain Productions (Vancouver) Ltd. (“Digital Domain Vancouver”, and together with the Company, each a “Grantor” and collectively, the “Grantors”), in favour of Hudson Bay Master Fund Ltd., a company organized under the laws of the Cayman Islands, in its capacity as agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of May 6, 2012 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of May 7, 2012, by and among HUDSON BAY MASTER FUND LTD., a Cayman Islands company, as collateral agent (the “First Lien Collateral Agent”) for the buyers party to the Senior Credit Agreement, (the “Senior Lenders”), COMVEST CAPITAL II, L.P., a Delaware limited partnership (the “Subordinated Creditor”), and DIGITAL DOMAIN MEDIA GROUP, INC., a Florida corporation (the “Company”).
ContractIntellectual Property Security 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 modified from time to time, the “Subordination Agreement”) among HUDSON BAY MASTER FUND LTD., as First Lien Collateral Agent (the “First Lien Collateral Agent”), COMVEST CAPITAL II, L.P. (the “Subordinated Creditor”), and DIGITAL DOMAIN MEDIA GROUP, INC. (the “Company”) 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, First Lien Collateral 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, First Lien Collateral Agent,
GUARANTYGuaranty • May 8th, 2012 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • New York
GUARANTY, dated as of May 7, 2012, made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Hudson Bay Master Fund Ltd., in its capacity as agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement (as defined below).
