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 FORMCommercial Lease Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
VILLAGE CENTER LEASE AGREEMENTLease 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.
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.
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 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”.
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.
AGREEMENT FOR PURCHASE AND SALEPurchase and Sale Agreement • 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.
JUNIOR CONVERTIBLE PROMISSORY NOTE AND OPTION AGREEMENTJunior Convertible Promissory Note and Option Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Delaware
FOR VALUE RECEIVED, the undersigned, Digital Domain Holdings Corporation, a Florida corporation (formerly known as Wyndcrest DD Florida, Inc., a Florida corporation) (the “Borrower”), hereby promises to pay to the order of PBC Digital Holdings II, LLC, a Delaware limited liability company (“PBC Digital Lender”), the aggregate principal amount of all Loans advanced by PBC Digital Lender to the Borrower from time to time in an amount of up to, but not exceeding, Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00), together with interest accrued on the unpaid principal amount of this Junior Convertible Promissory Note and Option Agreement (the “Note”) plus all fees, expenses and other costs as provided for herein and in that certain Convertible Note and Warrant Purchase Agreement, of even date herewith, among the Borrower and PBC Digital Lender (as amended, restated, supplemented, or modified from time to time, the “Note Purchase Agreement”). All capitalized terms not oth
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2010, by and among DD3D, Inc., a Florida corporation (“Purchaser”), Digital Domain Holdings Corporation, a Florida corporation (“DDHC”), In-Three, Inc., a Nevada corporation (“Seller”), and the shareholders of Seller identified on the signature page(s) hereto (the “Seller Shareholders”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings given to them in Annex A attached hereto.
LEASE AGREEMENT BETWEEN Liberty Healthcare Group, Inc. Lessor, -AND- Digital Domain Holdings Corporation, Lessee.Lease Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
In addition to other terms elsewhere defined in this Lease the following terms whenever used in this Lease should have only the meanings set forth these Basic Lease Provisions, unless such meanings are expressly modified, limited or expanded elsewhere herein.
DIGITAL DOMAIN HOLDINGS CORPORATION AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENTInvestor’s Rights Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is made as of November 24, 2010, by and among Digital Domain Holdings Corporation, a Florida corporation (the “Company”), and 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 “Investor”).
STATE OF FLORIDA OFFICE OF THE GOVERNOR GRANT FUND AGREEMENT AGREEMENTGrant Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS AGREEMENT (OT09-152) is made and entered into this 30 day of June, 2009, by and between the State of Florida, Executive Office of the Governor’s Office of Tourism, Trade, and Economic Development, hereinafter referred to as “OTTED,” and Wyndcrest DD Florida, Inc., hereinafter referred to as the “Grant Fund Awardee”.
CONSULTING AGREEMENTConsulting Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS AGREEMENT (“Agreement”) made as of this 1st day of June, 2010 by and between Digital Domain, a Delaware corporation (hereinafter called "Consultant") and Digital Domain Holdings Corporation (f/k/a Wyndcrest DD Florida, Inc.), a Florida corporation (the “Company”). The Consultant and Company are sometimes individually referred to herein as a “party” and collectively referred to herein as the “parties”.
STOCK OPTION AGREEMENTSecurities Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of this 30th day of September, 2009, by and between WYNDCREST DD FLORIDA, INC., a Florida corporation (the “Corporation”), whose address is 11450 S.E. Dixie Highway, Suite 104, Hobe Sound, Florida 33455, and LYDIAN PRIVATE BANK (together with its successors and assigns, the “Optionee”), whose address is 180 Royal Palm Way, Palm Beach, Florida 33480.
TRUST AGREEMENTTrust Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS TRUST AGREEMENT (the “Trust Agreement”), dated as of September 16, 2009, is entered into by and among (i) Wyndcrest DD Florida, Inc. (the “Awardee”), (ii) the State of Florida, Executive Office of the Governor’s Office of Tourism, Trade, and Economic Development (“OTTED”), and (iii) The State Board of Administration of Florida, as trustee (“Trustee”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • California
THIS TRADEMARK LICENSE AGREEMENT (the "Agreement"), dated and effective as of the 1st day of June, 2010, is entered into by and between Digital Domain Productions, Inc., a Delaware corporation with offices at 300 Rose Avenue, Venice, California 90291 (“Licensor”), and Digital Domain Holdings Corporation (f/k/a Wyndcrest DD Florida, Inc.), a Florida corporation with offices at 10521 SW Village Center Drive, Suite 201, Port St. Lucie, Florida 34987 (“Licensee”). Licensor and Licensee are sometimes individually referred to herein as a “party” and collectively referred to herein as the “parties.”
VANCOUVER, BC SUBLEASE BETWEEN RAINMAKER ENTERTAINMENT INC. (SUBLANDLORD) AND DIGITAL DOMAIN PRODUCTIONS (VANCOUVER), LTD. (SUBTENANT)Sublease • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
The Subtenant hereby offers to lease from the Sublandlord, in consideration of the rents, covenants and agreements contained in this sublease (the “Sublease”), the Subleased Premises (as hereinafter defined) upon the following terms and conditions:
AFFILIATION AGREEMENTAffiliation Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Florida
THIS AFFILIATION AGREEMENT (“Agreement”) is made and entered into this ____ day of April, 2011, by and among The Florida State University Board of Trustees, a public body corporate of the State of Florida (“University”), acting for and on behalf of the Florida State University College of Motion Picture Arts (“College”), and Digital Domain Media Group, Inc., a Florida corporation (“DDMG”).
SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Delaware
SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as November 24, 2010 (the “Closing Date”) among Digital Domain Holdings Corporation, a Florida corporation (formerly known as Wyndcrest DD Florida, Inc., a Florida corporation) (the “Borrower”), Lydian Private Bank, a federal savings bank (“Lydian”), PBC Digital Holdings, LLC, a Delaware limited liability company (“PBC Digital” and PBC MGPEF DDH, LLC, a Delaware limited liability company (“PBC Macquarie” and together with Lydian and PBC Digital, the “Lenders”), and Lydian Private Bank, a federal savings bank, as administrative agent for the Lenders (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”).
SECOND LICENSE AND SERVICE PROVISIONS ADDENDUMLicense and Service Agreement • July 1st, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production • Delaware
THIS SECOND LICENSE AND SERVICE PROVISIONS ADDENDUM (“Addendum”) by and between CRG WEST 900 ALAMEDA, L.L.C., a Delaware limited liability company (“Licensor”) and DIGITAL DOMAIN PRODUCTIONS, INC., a Delaware corporation (“Customer”) is entered into as of the date set forth in Section 1 below.
