Digital Domain Media Group, Inc. Watch

from 8-K 27 pages Digital Domain Media Group, Inc. Priming Superpriority Debtor-In-Possession Credit Facility Term Sheet Dated as of September 11, 2012

from 8-K 29 pages Subordination and Intercreditor Agreement

from 8-K 18 pages 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, and the Grantors Party Thereto, That Certain Canadian Security and Pledge Agreement Dated as of May 7, 2012 by and Among the Company, First Lien Collateral Agent, and the Grantors Party Thereto, and Various Related Documents, and to Indebtedness Refinancing the Indebtedness Under Such Documents as Contemplated by the Subordination Agreement. Each Holder of This Instrument, by Its Acceptance Hereof, Irrevocably Agrees to Be Bound by the Provisions of the Subordination Agreement

from S-1/A 5 pages Revolving Note

from S-1/A 5 pages For Value Received, the Undersigned, Digital Domain Media Group, Inc., a Florida Corporation (Formerly Known as Digital Domain Holdings Corporation, a Florida Corporation) (The “Borrower”) Hereby Promises to Pay to the Order of Comvest Capital II, LP, a Delaware Limited Liability Company (“Comvest”) the Aggregate Principal Amount of the Existing Lydian Note (As Defined Below) in the Principal Amount of Twelve Million Dollars (U.S. $12,000,000.00), Together With Interest Accrued on the Unpaid Principal Amount of This Note Plus All Fees, Expenses and Other Costs as Provided for in That Certain Second Amended and Restated Loan Agreement, Dated as of November 24, 2010, Among the Borrower, Comvest, as Administrative Agent (The “Administrative Agent”), Comvest, as a Lender, Pbc Digital Holdings, LLC, a Delaware Limited Liability Company, as a Lender (“Pbc Digital”) and Pbc Mgpef Ddh, LLC, a Delaware Limited Liability Company, as a Lender (“Pbc Macquarie”) (As Amended by That Certain First Amendment to Second Amended and Restated Loan Agreement and Agreement of Even Date Herewith, and as Further Amended, Restated, Supplemented, or Modified From Time to Time, the “Loan Agreement”). All Capitalized Terms Not Otherwise Defined Herein Shall Have the Meanings and Definitions Set Forth in the Loan Agreement. This Note Is the Comvest Note Referred to In, and Is Entitled to the Benefits and Conditions Of, the Loan Agreement

from S-1/A 17 pages First Amendment to Second Amended and Restated Loan Agreement and Agreement

from S-1/A 56 pages Credit Agreement Dated as of June 30, 2011 Among Digital Domain Media Group, Inc., as the Borrower, Comvest Capital II, LP, as Initial Lender, and Comvest Capital II, LP, as the Administrative Agent

from S-1/A 62 pages Second Amended and Restated Loan Agreement Dated as of November 24, 2010 Among Digital Domain Holdings Corporation as Borrower and Pbc Digital Holdings, LLC, Pbc Mgpef Ddh, LLC, and Lydian Private Bank as Lenders and Lydian Private Bank as Administrative Agent