DDMG Letterhead] October 31, 2011Convertible Secured Promissory Note and Option Agreement • November 4th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
Reference is made to that certain Amended Restated Convertible Secured Promissory Note and Option Agreement dated November 24, 2010 (the “Note”) by and between Digital Domain Media Group, Inc., a Florida corporation (formerly known as Digital Domain Holdings Corporation, a Florida corporation) (hereafter the “Company”) and PBC Digital Holdings, LLC, a Delaware limited liability company (hereafter “PBC Digital Lender”); and to that certain Amended and Restated Warrant dated November 24, 2010 (the “Warrant”) by and between the Company and PBC Digital Lender. Unless otherwise noted, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Note or the Warrant, as applicable.
DDMG Letterhead] October 31, 2011Convertible Secured Promissory Note and Option Agreement • November 4th, 2011 • Digital Domain Media Group, Inc. • Services-motion picture & video tape production
Reference is made to that certain Amended Restated Convertible Secured Promissory Note and Option Agreement dated November 24, 2010 (the “Note”) by and between Digital Domain Media Group, Inc., a Florida corporation (formerly known as Digital Domain Holdings Corporation, a Florida corporation) (hereafter the “Company”) and PBC MGPEF DDH, LLC, a Delaware limited liability company (hereafter “PBC MGPEF Lender”); and to that certain Amended and Restated Warrant dated November 24, 2010 (the “Warrant”) by and between the Company and PBC MGPEF Lender. Unless otherwise noted, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Note or the Warrant, as applicable.
CONVERTIBLE SECURED PROMISSORY NOTE AND OPTION AGREEMENTConvertible Secured Promissory Note and Option Agreement • November 4th, 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 MGPEF DDH, LLC, a Delaware limited liability company (“PBC Macquarie Lender”), the aggregate principal amount of all PBC Macquarie Loans (as defined in the Loan Agreement) advanced by PBC Macquarie Lender to the Borrower from time to time in an amount of up to but not exceeding Six Million and Dollars ($6,000,000.00), together with interest accrued on the unpaid principal amount of this Convertible Secured Promissory Note and Option Agreement (this “Note”) plus all fees, expenses and other costs as provided for in that certain Second Amended and Restated Loan Agreement, of even date herewith, among the Borrower, PBC Digital Holdings, LLC, a Delaware limited liability company, PBC Macquarie Lender, and Lydian Private Bank, a federal savings bank (as amended, restat
