EXHIBIT
      10.21

    


    WYNDCREST
      DD HOLDINGS, INC.

    


    Piggyback
      Registration Rights Agreement

    


    This
      Piggyback Registration Rights Agreement is made as of March 23, 2007 by and
      among Wyndcrest DD Holdings, Inc., a Delaware corporation (the “Company”),
      and
      the Holders signatory hereto (the “Holders”),
      pursuant to the terms of Section 5.4 of the SPA (as defined infra).

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements set forth
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Company and the Holders hereby agree
      as
      follows:

    


    AGREEMENT

    


    1. Definitions.
      As used
      herein, the following terms shall have the following respective
      meanings:

    


    “Common
      Stock”
means
      the Common Stock, par value $0.0001 per share, of the Company.

    


    “Exchange
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended.

    


    “Other
      Registrable Securities”
means
      any and all shares of the Common Stock and other securities issued by the
      Company that are covered by piggyback registration rights similar to those
      conferred on the Holders pursuant to the terms of this Piggyback Registration
      Rights Agreement (but which may include rights of priority with respect to
      inclusion in piggyback registrations of the Company’s securities).

    


    “Permitted
      Transferee”
means,
      with respect to any Holder, (i) a corporation or other form of legal entity
      controlled by such Holder, (ii) any trust or other estate in which such
      Holder or any person referenced in the following clause (iii) has a substantial
      beneficial interest, and (iii) any spouse and any ancestors, lineal
      descendents and siblings of such Holder or such spouse.

    


    “Person”
means
      an individual, a partnership, a corporation, an association, a joint stock
      company, a limited liability company, a trust, a joint venture, an
      unincorporated organization or a governmental entity or any department, agency
      or political subdivision thereof.

    


    “Registrable
      Securities”
means
      any and all (i) shares of the Common Stock issued to the Holders in the
      form of restricted stock pursuant to the terms of the SPA, as and when vested
      pursuant to the terms of the applicable restricted stock agreement;
      (ii) equity securities issued in respect of the shares of Common Stock
      referred to in the preceding clause (i) in any reorganization; and
      (iii) equity securities issued in respect of the securities referred in the
      preceding clauses (i) and (ii) as the result of a stock split, stock dividend,
      recapitalization or combination; in each case, as held by the Holders, or their
      Permitted Transferees to whom they have transferred ownership of such shares
      as
      permitted by the terms of this Piggyback Registration Rights Agreement.


    


    “Registration
      Expenses”
means
      all expenses incident to the Company’s performance of or compliance with this
      Piggyback Registration Rights Agreement, including, without limitation:
      (i) all registration and filing fees, (ii) fees and expenses relating
      to compliance with securities or blue sky laws (including fees and expenses
      of
      counsel in connection with blue sky qualifications of the securities
      registered), (iii) printing, messenger and delivery expenses,
      (iv) internal expenses of the Company (including all salaries and expenses
      of its officers and employees performing legal or accounting duties),
      (v) fees and expenses of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses of any comfort letters or costs associated with the delivery by
      independent certified public accountants of a comfort letter or comfort
      letters), (vi) fees and expenses of any special experts retained by the
      Company in connection with such registration, (vii) reasonable fees and
      expenses of a single counsel for the holders of Registrable Securities and
      Other
      Registrable Securities participating in the subject offering selected by the
      holders of a majority of the Registrable Securities and Other Registrable
      Securities offered therein, (viii) fees and expenses in connection with any
      review of underwriting arrangements by the National Association of Securities
      Dealers, Inc. (the “NASD”) and (ix) fees and expenses of underwriters
      customarily paid by issuers or sellers of securities (but not including any
      underwriting discounts or commissions attributable to the sale of Registrable
      Securities).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Rule
      144”
means
      Rule 144 promulgated under the Securities Act (or any similar rule then in
      force).

    


    “SEC”
means
      the U.S. Securities and Exchange Commission.

    


    “Securities
      Act”
means
      the U.S. Securities Act of 1933, as amended.

    


    “SPA”
means
      that certain Share Purchase Agreement, of even date herewith, by and among
      the
      Holders, the Buyer (as defined therein) and The Foundry Visionmongers
      Ltd.

    


    Unless
      otherwise defined in this Piggyback Registration Rights Agreement, all
      capitalized terms used in this Piggyback Registration Rights Agreement shall
      have the meanings respectively ascribed thereto in the SPA.

    


    2. Piggyback
      Registrations.

    


    (a) Right
      to Piggyback.
      Whenever the Company proposes to register the offer and sale of any of its
      Common Stock under the Securities Act (other
      than pursuant to the initial registered public offering of the Company’s equity
      securities by the Company (the “IPO”), and
      other
      than pursuant to a registration statement on Form S-8 or S-4 or any similar
      form
      or in connection with a registration the primary purpose of which is to register
      debt securities) and the registration form to be used may be used for the
      registration of Registrable Securities, the Company will give prompt written
      notice to all holders of Registrable Securities of its intention to effect
      such
      a registration and will include (subject to the priority provisions of Sections
      2(c) and 2(d)) in such registration all Registrable Securities with respect
      to
      which the Company has received written requests for inclusion therein (a
“Piggyback
      Registration”)
      within
      twenty (20) days after the receipt by the holder thereof of the Company’s
      notice; provided,
      that
      (x) if such registration involves an underwritten public offering, all
      holders of Registrable Securities must sell their Registrable Securities
      included therein to the underwriters on the same terms and conditions as
      applicable to the Company and the other holders of the Company’s securities
      included therein and (y) if, at any time after giving written notice of its
      intention to register any Common Stock pursuant to this Section 2(a) and prior
      to the effective date of the registration statement filed in connection with
      such registration, the Company shall determine for any reason not to register
      such Common Stock, the Company shall give written notice thereof to all such
      holders of Registrable Securities and, thereupon, shall be relieved of its
      obligation to register any Registrable Securities in connection with such
      registration. 

    
      
        
        

      

      
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    (b) Piggyback
      Registration Expenses.
      The
      Registration Expenses of the holders of Registrable Securities will be paid
      by
      the Company in all Piggyback Registrations (including, without limitation,
      the
      expenses of any withdrawn registration pursuant to Section 2(a)(y)
      above).

    


    (c) Priority
      on Underwritten Registrations.
      If a
      Piggyback Registration is an underwritten primary registration on behalf of
      the
      Company, the Company will include in such registration all Registrable
      Securities timely requested to be included in such registration; provided,
      that
      if the managing underwriters advise the Company in writing that in their good
      faith opinion the inclusion of any Registrable Securities in such offering
      would
      adversely affect the marketability of the offering, then such Registrable
      Securities shall not be permitted to be included; and provided further, that
      if
      in connection with such offering, the managing underwriters advise the Company
      in writing that in their opinion the total number of securities requested to
      be
      included in such registration exceeds the number which can be sold in such
      offering without adversely affecting the marketability of the offering, the
      Company will include in such registration (i) first, the securities the Company
      proposes to sell, (ii) second, Other Registrable Securities, if any, subject
      to
      contractually agreed rights of priority with respect to piggyback registrations
      of the Company, conformably with the terms of the applicable contractual
      agreement between the Company and the holder thereof, and (iii) third, the
      Registrable Securities and
      Other
      Registrable Securities
      (other
      than those adverted to in the foregoing clause (ii)) requested to be included
      in
      such registration reduced pro rata among the holders of such Registrable
      Securities and
      Other
      Registrable Securities
      on the
      basis of the respective number of shares of such Registrable Securities
and
      Other
      Registrable Securities
      so
      requested to be included therein.

    


    (d) Priority
      on Underwritten Secondary Registrations.
      If a
      Piggyback Registration is an underwritten secondary registration on behalf
      of
      holders of the Company's securities other than Registrable Securities, and
      the
      managing underwriters advise the Company in writing that in their good faith
      opinion the inclusion of any Registrable Securities in the offering would
      adversely affect the marketability of the offering, then such Registrable
      Securities shall not be permitted to be included. Additionally, if in connection
      with such an offering, the managing underwriters advise the Company in writing
      that in their opinion the number of securities requested to be included in
      such
      registration exceeds the number which can be sold in such offering without
      adversely affecting the marketability of the offering, the Company will include
      in such registration (i) first, the securities requested to be included therein
      by the holders requesting such registration, (ii) second, Other Registrable
      Securities, if any, subject to contractually agreed rights of priority with
      respect to piggyback registrations of the Company, conformably with the terms
      of
      the applicable contractual agreement between the Company and the holder thereof,
      and (iii) third, the Registrable Securities and
      Other
      Registrable Securities
      (other
      than those adverted to in the foregoing clause (ii)) requested to be included
      in
      such registration reduced pro rata among the holders of such Registrable
      Securities and
      Other
      Registrable Securities
      on the
      basis of the number of shares of such Registrable Securities and
      Other
      Registrable Securities
      so
      requested to be included therein. 

    


    3. Holdback
      Agreement.
      Each
      holder of Registrable Securities hereby agrees not to effect any public sale
      or
      distribution (including sales pursuant to Rule 144) of equity securities of
      the
      Company, or any securities convertible or exercisable into or exchangeable
      for
      such securities, during the ten days prior to and during (x) the 180-day period
      beginning on the effective date of the IPO, and (y) the 90-day period
      beginning on the effective date of any Piggyback Registration that is an
      underwritten offering in which Registrable Securities are included; provided,
      that the
      foregoing provisions of this Section 3 shall not apply to the sale of any
      shares to an underwriter pursuant to an underwriting agreement, and shall only
      be applicable to the holders of Registrable Securities if each executive
      officer, director and shareholder of the Company whose securities are included
      therein and each other holder of at least five percent (5%) (on a fully diluted
      basis) of Common Stock, or any securities convertible or exercisable into or
      exchangeable for Common Stock, agrees to similar restrictions. If the
      underwriters managing the registered public offering waive any such restriction
      for the benefit of any shareholder of the Company, they will also grant an
      equivalent waiver to each holder of Registrable Securities, whether or not
      participating in such offering. 

    
      
        
        

      

      
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    4. Registration
      Procedures.
      Whenever the holders of Registrable Securities have requested that any
      Registrable Securities be included in a Piggyback Registration pursuant to
      Section 2 hereof, the Company will, subject to the provisions hereof, use its
      reasonable best efforts to effect the registration and the sale of such
      Registrable Securities in accordance with the intended method of disposition
      thereof, and pursuant thereto the Company will:

    


    (a) prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its reasonable best efforts to cause such registration
      statement to become effective (provided
      that
      before filing a registration statement or prospectus or any amendments or
      supplements thereto, the Company will furnish to the counsel selected by the
      holders of a majority of the Registrable Securities and Other Registrable
      Securities covered by such registration statement copies of all such documents
      proposed to be filed);

    


    (b) prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection therewith as may be necessary
      to
      keep such registration statement effective for a period of not less than 180
      days; provided, however, that (i) such 180 day period shall be extended for
      a period of time equal to the period that the holders of Registrable Securities
      refrain from selling any securities included in any underwritten registration
      at
      the request of the managing underwriters; and (ii) in the case of any
      registration of Registrable Securities on Form S-3 which are intended to be
      offered on a continuous or delayed basis, such 180 day period shall be extended,
      if necessary, to keep the registration statement effective until all such
      Registrable Securities are sold, provided that Rule 415, or any successor rule,
      under the Securities Act, then permits such an offering on a continuous or
      delayed basis, and provided further that applicable rules under the Securities
      Act governing the obligation to file a post-effective amendment then permit,
      in
      lieu of filing a post-effective amendment which (I) includes any prospectus
      required by Section 10(a)(3) of the Securities Act or (II) reflects facts
      or events representing a material or fundamental change in the information
      set
      forth in the registration statement, the incorporation by reference in the
      registration statement of information otherwise required to be included in
      such
      a post-effective amendment that is contained in periodic reports filed pursuant
      to Section 13 or 15(d) of the Exchange Act; and comply with the provisions
      of the Securities Act with respect to the disposition of all securities covered
      by such registration statement during such period in accordance with the
      intended methods of disposition by the sellers thereof set forth in such
      registration statement;

    


    (c) furnish
      to each holder of Registrable Securities included therein such number of copies
      of such registration statement, each amendment and supplement thereto, the
      prospectus included in such registration statement (including each preliminary
      prospectus) and such other documents as such holder may reasonably request
      in
      order to facilitate the disposition of the Registrable Securities owned by
      such
      holder;

    


    (d) use
      its
      reasonable best efforts to register or qualify such Registrable Securities
      under
      such other securities or blue sky laws of such U.S. state jurisdictions as
      any
      holder thereof reasonably requests and do any and all other acts and things
      which may be reasonably necessary or advisable to enable such holder to
      consummate the disposition in such jurisdictions of the Registrable Securities
      owned by such holder (provided
      that the
      Company will not be required to (i) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      subsection, (ii) subject itself to taxation in any such jurisdiction or
      (iii) consent to general service of process (i.e., service of process which
      is not limited solely to securities law violations) in any such
      jurisdiction);

    
      
        
        

      

      
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    (e) notify
      each holder of such Registrable Securities, at any time when a prospectus
      relating thereto is required to be delivered under the Securities Act, of the
      happening of any event as a result of which the prospectus included in such
      registration statement contains an untrue statement of a material fact or omits
      any fact necessary to make the statements therein, in the context in which
      they
      were made, not misleading, and, at the request of any such holder, promptly
      prepare a supplement or amendment to such prospectus so that, as thereafter
      delivered to the purchasers of such Registrable Securities, such prospectus
      will
      not contain an untrue statement of a material fact or omit to state any fact
      necessary to make the statements therein, in the context in which they were
      made, not misleading;

    


    (f) cause
      all
      such Registrable Securities to be listed on each securities exchange on which
      similar securities issued by the Company are then listed;

    


    (g) provide
      a
      transfer agent, registrar and CUSIP number for all such Registrable Securities
      not later than the effective date of such registration statement;

    


    (h) enter
      into such customary agreements (including, in the case of underwritten
      offerings, underwriting agreements in customary form with the managing
      underwriter(s) selected by the Company) and take all such other actions as
      the
      holders of a majority of the Registrable Securities and Other Registrable
      Securities being sold or the underwriters, if any, reasonably request in order
      to expedite or facilitate the disposition of such Registrable Securities and
      Other Registrable Securities (including, without limitation, effecting a stock
      split or a combination of shares);

    


    (i) make
      available for inspection by any holder of such Registrable Securities, any
      underwriter participating in any disposition pursuant to such registration
      statement and any attorney, accountant or other agent retained by any such
      holder or underwriter, all financial and other records, pertinent corporate
      documents and properties of the Company, and cause the Company’s officers,
      directors, employees and independent accountants to supply all information
      reasonably requested by any such holder, underwriter, attorney, accountant
      or
      agent in connection with such registration statement;

    


    (j) otherwise
      use its reasonable best efforts to comply with all applicable rules and
      regulations of the SEC, and make available to its security holders, as soon
      as
      reasonably practicable, an earnings statement covering the period of at least
      twelve months beginning with the first day of the Company’s first full calendar
      quarter after the effective date of the registration statement, which earnings
      statement shall satisfy the provisions of Section 11(a) of the Securities Act
      and Rule 158 promulgated thereunder;

    


    (k) permit
      any holder of Registrable Securities, that is or might reasonably be deemed
      to
      be an underwriter or a controlling person of the Company, to participate in
      the
      preparation of such registration statement and to require the insertion therein
      of material, furnished to the Company in writing, which in the reasonable
      judgment of such holder and its counsel should be included therein;

    


    (l) in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any securities included
      in
      such registration statement for sale in any U.S. jurisdiction, use its
      reasonable best efforts promptly to obtain the withdrawal of such
      order;

    
      
        
        

      

      
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    (m) use
      its
      reasonable best efforts to cause such Registrable Securities covered by such
      registration statement to be registered with or approved by such other U.S.
      federal or state governmental agencies or authorities as may be necessary to
      enable the holders thereof to consummate the disposition of such Registrable
      Securities; and

    


    (n) obtain
      a
“cold comfort” letter from the Company’s independent public accountants in
      customary form and covering such matters of the type customarily covered by
      “cold comfort” letters as the holders of a majority of the Registrable
      Securities and Other Registrable Securities being sold reasonably
      request.

    


    If
      any
      such registration statement refers to any holder of Registrable Securities
      by
      name or otherwise as the holder of any securities of the Company and if such
      holder is a controlling person of the Company, such holder shall have the right
      to require (i) the insertion therein of language, in form and substance
      reasonably satisfactory to such holder and presented to the Company in writing,
      to the effect that the holding by such holder of such securities is not to
      be
      construed as a recommendation by such holder of the investment quality of the
      Company’s securities covered thereby and that such holding does not imply that
      such holder will assist in meeting any future financial requirements of the
      Company, or (ii) in the event that such reference to such holder by name or
      otherwise is not required by the Securities Act or any similar federal statute
      then in force, the deletion of the reference to such holder; provided,
      that
      with respect to this clause (ii) such holder shall furnish to the Company an
      opinion of counsel to such effect, which opinion and counsel shall be reasonably
      satisfactory to the Company.

    


    5. Indemnification.

    


    (a) The
      Company agrees, with respect to each Piggyback Registration, to indemnify,
      to
      the extent permitted by law, each holder of Registrable Securities included
      therein, his or its officers, directors, stockholders, legal counsel and
      accountants, and each Person who controls such holder (within the meaning of
      the
      Securities Act) against all losses, claims, damages, liabilities and expenses
      (joint or several) to which they may become subject arising out of or based
      upon
      (i) any untrue or alleged untrue statement of material fact contained in
      any registration statement, prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto or (ii) any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein, in the context in which they were made, not misleading
      or, (iii) any violation or alleged violation by the Company of the
      Securities Act, the Exchange Act, any U.S. state securities laws or any rule
      or
      regulation promulgated under the Securities Act, the Exchange Act or any U.S.
      state securities laws in connection with such Piggyback Registration, and shall
      reimburse such holder, director, officer, stockholder, legal counsel, accountant
      or controlling person for any legal or other expenses reasonably incurred by
      such holder, director, officer, stockholder, legal counsel, accountant or
      controlling person in connection with the investigation or defense of such
      loss,
      claim, damage, liability or expense, except insofar as the same are caused
      by or
      contained in any information furnished in writing to the Company by such holder
      expressly for use therein or by such holder’s failure to deliver a copy of the
      registration statement or prospectus or any amendment or supplement thereto
      after the Company has timely furnished such holder with a sufficient number
      of
      copies of the same (a “Delivery
      Failure”).
      In
      connection with an underwritten offering, the Company will indemnify the
      underwriters thereof, their officers and directors and each Person who controls
      such underwriters (within the meaning of the Securities Act) to the same extent
      as provided above with respect to the indemnification of the holders of
      Registrable Securities.

    


    (b) In
      connection with any registration statement in which a holder of Registrable
      Securities is participating, each such holder will furnish to the Company in
      writing such information and affidavits as the Company reasonably requests
      for
      use in connection with any such registration statement or related prospectus
      and, to the extent permitted by law, will indemnify the Company, its directors,
      officers, stockholders, legal counsel and accountants and each Person who
      controls the Company (within the meaning of the Securities Act) against any
      losses, claims, damages, liabilities and expenses (joint or several) resulting
      (i) from any untrue or alleged untrue statement of material fact contained
      in the registration statement, prospectus or preliminary prospectus or any
      amendment thereof or supplement thereto or any omission or alleged omission
      of a
      material fact required to be stated therein or necessary to make the statements
      therein, in the context in which they were made, not misleading, but only to
      the
      extent that such untrue statement or omission relates to such holder and is
      contained in any information or affidavit so furnished in writing by such
      holder, or (ii) from such holder’s Delivery Failure; provided,
      that
      the obligation of each such holder to indemnify will be several and not joint
      and will be limited to the net amount of proceeds received by such holder from
      the sale of Registrable Securities pursuant to such registration
      statement.

    
      
        
        

      

      
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    (c) Any
      Person entitled to indemnification hereunder will (i) give prompt written
      notice to the indemnifying party of any claim with respect to which it seeks
      indemnification; provided,
      that
      the failure to notify the indemnifying party shall not relieve it from any
      liability to the indemnified party hereunder except to the extent the
      indemnifying party is actually prejudiced thereby, and (ii) unless in such
      indemnified party’s reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties may exist with respect to such claim,
      permit such indemnifying party to assume the defense of such claim with counsel
      reasonably satisfactory to the indemnified party. If such defense is assumed,
      the indemnifying party will not be subject to any liability for any settlement
      made by the indemnified party without its consent (but such consent will not
      be
      unreasonably withheld). An indemnifying party who is not entitled to, or elects
      not to, assume the defense of a claim will not be obligated to pay the fees
      and
      expenses of more than one counsel for all parties indemnified by such
      indemnifying party with respect to such claim, unless in the reasonable judgment
      of any indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect to
      such
      claim.

    


    (d) The
      indemnification provided hereunder will remain in full force and effect
      regardless of any investigation made by or on behalf of the indemnified party
      or
      any officer, director or controlling Person of such indemnified party.


    


    (e) If
      the
      indemnification provided for in this Section 5 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, liability, claim, damage or expense referred to herein, then the
      indemnifying party, in lieu of indemnifying such indemnified party hereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such loss, liability, claim, damage or expense in such proportion
      as
      is appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified party on the other in connection with the
      statements or omissions that resulted in such loss, liability, claim, damage
      or
      expense, as well as any other relevant equitable considerations, provided that
      no person guilty of fraud shall be entitled to contribution. The relative fault
      of the indemnifying party and of the indemnified party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by the indemnifying party or by the indemnified
      party and the parties’ relative intent, knowledge, access to information, and
      opportunity to correct or prevent such statement or omission. In no event shall
      any contribution by a holder of Registrable Securities under this Section 5(e)
      exceed the net proceeds from the offering received by such holder, less any
      amounts paid by such holder pursuant to Section 5(b).

    
      
        
        

      

      
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    (f) Notwithstanding
      the foregoing, to the extent that the provisions relating to indemnification
      and
      contribution contained in the underwriting agreement entered into in connection
      with an underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

    


    (g) The
      obligations of the Company and the holders of Registrable Securities under
      this
      Section 5 shall survive the completion of any offering of Registrable
      Securities in a registration statement or otherwise.

    


    6. Participation
      in Underwritten Registrations.
      No
      Person may participate in any Piggyback Registration hereunder which is
      underwritten unless such Person (a) agrees to sell such person’s securities
      on the basis provided in any underwriting arrangements approved by the Company
      in connection therewith, and (b) completes and executes all customary
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably required under the terms of such underwriting
      arrangements; provided,
      that no
      holder of Registrable Securities included in any underwritten registration
      shall
      be required to make any representations or warranties to the Company or the
      underwriters other than representations and warranties regarding such holder
      and
      such holder’s intended method of distribution.

    


    7. Rule
      144 Reporting.
      With a
      view to making available to the holders of Registrable Securities the benefits
      of certain rules and regulations of the SEC which may permit the sale of the
      Registrable Securities to the public without registration or pursuant to a
      registration on Form S-3, the Company agrees to use its reasonable best efforts
      to:

    


    (a) make
      and
      keep current public information available, within the meaning of Rule 144 or
      any
      similar or analogous rule promulgated under the Securities Act, at all times
      after it has become subject to the reporting requirements of the Exchange
      Act;

    


    (b) file
      with
      the SEC, in a timely manner, all reports and other documents required of the
      Company under the Securities Act and Exchange Act (after it has become subject
      to such reporting requirements); and

    


    (c) so
      long
      as any party hereto owns any Registrable Securities, furnish to such Person
      forthwith upon its request, (i) a written statement by the Company as to its
      compliance with the reporting requirements of said Rule 144 (at any time
      commencing 90 days after the effective date of the first registration filed
      by
      the Company for an offering of its securities to the general public), the
      Securities Act and the Exchange Act (at any time after it has become subject
      to
      such reporting requirements); or that it qualifies as a registrant whose
      securities may be resold pursuant to Form S-3 (at any time after it so
      qualifies); (ii) a copy of the most recent annual or quarterly report of the
      Company filed with the SEC; and (iii) such other reports and documents as such
      Person may reasonably request in availing itself of any rule or regulation
      of
      the SEC allowing it to sell any such securities without registration or pursuant
      to such form. 

    


    8. No
      Third Party Beneficiaries.
      No
      Person, other than the signatories hereto and the Permitted Transferees to
      whom
      the Holders have transferred ownership of their Registrable Securities, shall
      have any rights under this Piggyback Registration Rights Agreement. The rights
      contained herein may be assigned (but only with all related obligations) by
      a
      Holder to a Permitted Transferee of such Holder.

    


    9. Termination
      of Piggyback Registration Rights.
      The
      right of any holder of Registrable Securities to participate pursuant to this
      Piggyback Registration Rights Agreement in Piggyback Registrations shall
      terminate on the earlier of (i) the fourth (4th)
      anniversary of the closing of the IPO, and (ii) the expiration of the first
      three-month period in which said holder would be permitted to sell all of the
      Registrable Securities owned by said holder without registration under the
      Securities Act pursuant to Rule 144.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company and the Holders have entered into this Piggyback
      Registration Rights Agreement as of the date first above written.

     

    
      	
              
                “COMPANY”

              

            	
              “HOLDERS”

            
	
              WYNDCREST
                DD HOLDINGS, INC.

            	 
	 	 
	
              By:
                ________________________________

            	
              ____________________________________

            
	
              Name:
                John C. Textor

            	
              William
                Collis

            
	
              Title:
                Co-Chairman

            	 
	 	
              ____________________________________

            
	 	
              Jonathan
                Barson

            
	 	 
	 	
              ____________________________________

            
	 	
              Bruno
                Nicoletti

            
	 	 
	 	
              ____________________________________

            
	 	
              Simon
                Robinson

            
	 	 
	 	
              ____________________________________

            
	 	
              Sarah
                Clark

            
	 	 
	 	
              ____________________________________

            
	 	
              Victoria
                Hamilton

            
	 	 
	 	
              ____________________________________

            
	 	
              Ben
                Kent

            
	 	 
	 	
              ____________________________________

            
	 	
              Ralph
                McEntagart

            
	 	 
	 	
              ____________________________________

            
	 	
              Thalia
                Stevens

            
	 	 
	 	
              ____________________________________

            
	 	
              Andrew
                Whitmore

            
	 	 
	 	
              ____________________________________

            
	 	
              Philip
                Parsonage

            


    

     

    
      
        
        

      

      
        9