SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 29, 2007, by and among DigitalFX International, Inc., a Florida corporation, with headquarters located at 3035 East Patrick Lane, Suite 9, Las Vegas, NV 89120 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 30, 2007, by and among DigitalFX International, Inc., a Florida corporation, with headquarters located at 3035 East Patrick Lane Suite 9 Las Vegas, NV 89120 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
GUARANTYDigitalFX International Inc • November 30th, 2007 • Services-computer integrated systems design • New York
GUARANTY, dated as of November 30, 2007 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND, 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 November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
PLEDGE AGREEMENTPledge Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of November 30, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND 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 November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
SECURITY AGREEMENTDigitalFX International Inc • November 30th, 2007 • Services-computer integrated systems design • New York
SECURITY AGREEMENT, dated as of November 30, 2007 (this "Agreement") made by DIGITALFX INTERNATIONAL, 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 PORTSIDE GROWTH AND OPPORTUNITY FUND, 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 November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
