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.
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.
