EXHIBIT
      10.19

    


    STOCKHOLDERS
      AGREEMENT

    


    This
      STOCKHOLDERS AGREEMENT (the “Agreement”)
      dated
      as of July 21, 2006, is by and among WYNDCREST DD HOLDINGS, INC., a Delaware
      corporation (the "Company"),
      FALCON MEZZANINE PARTNERS II, LP, a Delaware limited partnership ("Falcon"),
      and
      WYNDCREST DD INVESTMENT HOLDINGS, LLC, MICHAEL BAY, DAN MARINO, CARL STORK,
      JONATHAN TEAFORD and JOHN C. TEXTOR (each, an "Investor",
      and
      together the "Investors").
      Falcon, the Investors, and their respective Permitted Transferees (as defined
      below) are each referred to herein as a "Stockholder"
      and
      together as the "Stockholders".
      Capitalized terms used but not otherwise defined herein shall have the meanings
      set forth in Section 1 hereof.

    


    WHEREAS,
      Falcon has purchased (i) shares of the Convertible Preferred Stock and (ii)
      Warrants, in each case, pursuant to a Purchase Agreement, dated as of the date
      hereof, by and among the Company, Falcon, Digital Domain, Inc., a Delaware
      corporation (“DDI”),
      and
      certain other parties (as amended, restated or modified from time to time,
      the
      "Falcon
      Purchase Agreement");

    


    WHEREAS,
      the Investors have purchased shares of Common Stock prior to the date hereof;
      and

    


    WHEREAS,
      the Company and the Stockholders desire to enter into this Agreement for the
      purposes, among others, of (i) establishing the composi-tion of the board
      of directors of the Company (the "Board"),
      (ii)
      assuring continuity in the management and ownership of the Company and
      (iii) limiting the manner and terms by which the Stockholder Shares may be
      transferred.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows:

    


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

    


    "Affiliate"
      means,
      as to any Person, any other Person which directly or indirectly controls, or
      is
      under common control with, or is controlled by, such Person. As used in this
      definition, "control" (including, with its correlative meanings, "controlled
      by"
      and "under common control with") shall mean possession, directly or indirectly,
      of power to direct or cause the direction of management or policies (whether
      through ownership of securities, by contract or otherwise).

    


    "Approved
      Sale"
      means a
      Sale of the Company approved by a majority of the Board, and by the holders
      of a
      majority of the shares of Common Stock and Convertible Preferred Stock then
      outstanding, voting together as a single class, pursuant to which all holders
      of
      Stockholder Shares are to receive with respect thereto (whether in such
      transaction or, with respect to an asset sale, upon a subsequent liquidation)
      the same form and amount of consideration per share of Common Stock or, if
      any
      holders are to be given an option as to the form and amount of consideration
      to
      be received, all holders are given the same option; provided that the purchase
      price per share of Common Stock (or, with respect to an asset sale, the amount
      received per share of Common Stock by such holders upon a subsequent
      liquidation) in such transaction shall be not less than 1.25x the Conversion
      Price (as defined in the Certificate of Designations) of the Convertible
      Preferred Stock then in effect.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    “Certificate
      of Designations”
means
      the Certificate of Designation of the Powers, Preferences and Relative,
      Participating, Optional and Other Special Rights of 8.0% Senior Cumulative
      Convertible Preferred Stock, and Qualifications, Limitations and Restrictions
      Thereof relating to the Convertible Preferred Stock, as in effect on the date
      hereof.

    


    “Closing
      Date”
has
      the
      meaning ascribed thereto in the Falcon Purchase Agreement.

    


    "Common
      Stock"
      means
      (i) the Company's Common Stock, par value $.0001 per share, (ii) any other
      class
      of common stock of the Company, and (iii) any capital stock of the Company
      issued or issuable with respect to the securities referred to in clauses (i)
      and
      (ii) above, whether by way of a stock dividend or stock split or in connection
      with a combination of shares, recapitalization, merger, consolidation or other
      reorganization.

    


    "Common
      Stock Deemed Outstanding"
      means,
      as of any date of determination, the number of shares of Common Stock,
      determined on a fully diluted basis after giving effect to all outstanding
      securities convertible or exercisable into or exchangeable for Common Stock
      (collectively, "Common
      Stock Equivalents"),
      and
      any options, warrants, convertible securities, and other rights to acquire
      Common Stock or Common Stock Equivalents, then outstanding. 

    


    "Convertible
      Preferred Stock"
      means
      the Company's 8.0% Senior Cumulative Convertible Preferred Stock, par value
      $.0001 per share, and any other securities issued in exchange, substitution
      or
      replacement therefor.

    


    "Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended from time to time.

    


    "Fair
      Market Value"
      means
      fair market value, as determined by an independent appraiser, accountant or
      investment bank knowledgeable in the Company’s field of business (the
      "Appraiser")
      acceptable to the Board (acting reasonably and without unreasonable delay).
      The
      Appraiser's determination of fair market value will be conclusive and binding
      for purposes of Section 4(c) this Agreement. The Company will bear the costs
      of
      the Appraiser.

    


    "Falcon
      Securities"
      means
      the Stockholder Shares held by Falcon and its Permitted
      Transferees.

    



    
      
        
        

      

      
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    "Family
      Group"
      means,
      with respect to any natural Person, (i) such Person’s spouse, former spouse
      and descendants (whether natural or adopted), parents and their descendants,
      descendants of such Person’s brothers and sisters and any spouse of the
      foregoing individuals and (ii) any trust solely for the benefit of any of
      the individuals listed in clause (i) above.

    


    “GAAP”
means
      United States generally accepted accounting principles.

    


    "Independent
      Third Party"
      means
      any Person who, immediately prior to the contemplated transaction, (A) does
      not
      own in excess of 5% of the Common Stock Deemed Outstanding, (B) is not an
      Affiliate of any such 5% owner of the Common Stock Deemed Outstanding and (C)
      is
      not a member of the Family Group of any such 5% owner of the Common Stock Deemed
      Outstanding..

    


    "Interested
      Party"
      means
      each Person who, as a result of an Involuntary Transfer, holds an interest
      in
      any Stockholder Shares previously owned by a Stockholder.

    


    "Involuntary
      Transfer"
      means
      (a) any Transfer of Stockholder Shares owned by a Stockholder that results
      from
      (i) the attachment, sequestration, garnishment, foreclosure or other similar
      involuntary transfer resulting from a bankruptcy or similar proceeding affecting
      such Stockholder, or (ii) the death or involuntary dissolution of such
      Stockholder, or (b) a Marital Relationship Transfer, other than any Transfer
      of
      Stockholder Shares by an employee of the Company or any of its Subsidiaries
      (or
      such employee’s heirs, devisees, legatees, estate or representatives) to the
      Company upon the death of such employee (an “Involuntary
      Transfer to Company”).
      

    


    "Marital
      Relationship Transfer"
      means
      the transfer of any Stockholder Shares (or interest therein) pursuant to a
      divorce, legal separation or similar proceeding to which the Stockholder owning
      such Stockholder Shares is a party, or a failure of the Stockholder to succeed
      to his or her deceased spouse's interest (if any) in any Stockholder
      Shares.

    


    "Other
      Stockholders"
      means,
      with respect to a Stockholder, all Stockholders other than such
      Stockholder.

    


    "Permitted
      Transferees"
      has the
      meaning set forth in Section 4(d).

    


    "Person"
      means
      an individual, a partnership, a corpora-tion, a limited liability company,
      an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization or a governmental entity or any department, agency or political
      subdivision thereof.

    


    "Public
      Sale"
      means
      any sale of Stockholder Shares to the public pursuant to an offering registered
      under the Securities Act or to the public effected through a broker, dealer
      or
      market maker pursuant to the provisions of Rule 144 or Rule 144A (if such
      rule is available) under the Securities Act (or any similar rule or rules then
      in effect).

    



    
      
        
        

      

      
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    "Qualified
      Public Offering"
      means
      the first underwritten public offering by the Company of the Common Stock after
      the date hereof pursuant to a registration statement filed with the Securities
      and Exchange Commission in accordance with the Securities Act, which public
      offering shall raise gross proceeds to the Company of at least
      $25,000,000.

    


    "Sale
      of the Company"
      means
      the sale of the Company, including in one or more series of related
      transactions, to an Independent Third Party or group of Independent Third
      Parties pursuant to which such party or parties acquire (i) equity securities
      of
      the Company constituting a majority of the common equity of the Company (whether
      by merger, consolida-tion, sale or transfer of any or all of the Company’s
      outstanding capital stock) or (ii) all or substantially all of the Company’s
      assets determined on a consoli-dated basis.

    


    "Securities
      Act"
      means
      the Securities Act of 1933, as amended from time to time.

    


    “Shares”
means
      shares of capital stock of any class of the Company, whether common or
      preferred, voting or nonvoting, issued or unissued, or now authorized or
      authorized in the future, whether or not issued or issuable upon the exercise
      of
      options, warrants or similar rights. For purposes of this Agreement, other
      than
      Section 4(a) hereof, options, warrants and other convertible securities will
      be
      considered to be of the same class as the underlying security into which such
      option, warrant or convertible security may be exercised or converted.


    


    “Significant
      Subsidiary”
means
      DDI and any Subsidiary of DDI, other than Senbazuru Productions for so long
      as
      it engages in no material activities and acquires no material assets except
      as
      in effect on the Closing Date, that shall at any time have assets with a fair
      market value in excess of $50,000 or revenue in excess of $50,000 in any twelve
      month period. 

    


    "Stockholder
      Shares"
      means
      (i) any Common Stock or Common Stock Equivalents issued to or acquired by
      the Stockholders, whether prior to, on or after the date hereof, and
      (ii) any equity securi-ties issued or issuable directly or indirectly with
      respect to the securities referred to in clause (i) above by way of stock
      dividend or stock split or in connec-tion with a combination of shares,
      recapitaliza-tion, merger, consolidation or other reorgan-ization. As to any
      particular securities constituting Stock-holder Shares, such securities will
      cease to be Stockholder Shares when they have been sold in a Public Sale.


    


    "Subsidiary"
      means,
      with respect to any Person, any corporation, partnership, association or other
      business entity of which (i) if a corporation, a majority of the total
      voting power of shares of stock entitled (without regard to the occurrence
      of
      any contingency) to vote in the election of directors thereof is at the time
      owned or controlled, directly or indirectly, by that Person or one or more
      of
      the other Subsidiaries of that Person or a combination thereof, or (ii) if
      a partnership, limited liability company, association or other business entity,
      a majority of the partnership or other similar ownership interests thereof
      is at
      the time owned or controlled, directly or indirectly, by that Person or one
      or
      more of the other Subsidiaries of that Person or a combination thereof. For
      purposes hereof, a Person or Persons shall be deemed to have a majority
      ownership interest in a partnership, limited liability company, association
      or
      other business entity if such Person or Persons shall be allocated a majority
      of
      partnership, limited liability company, association or other business entity
      gains or losses or shall be or control the managing member, managing director
      or
      general partner of such partnership, limited liability company, association
      or
      other business entity.

    



    
      
        
        

      

      
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    "Transaction
      Documents"
      means
      the following documents, both of which are dated as of the date hereof, as
      amended from time to time: this Agreement and the Falcon Purchase
      Agreement.

    


    "Transfer"
      means
      any sale, transfer, assignment, pledge, hypothecation or other
      disposition.

    


    “Warrants”
means
      the warrants to purchase shares of Common Stock issued to Falcon on the date
      hereof pursuant to the Falcon Purchase Agreement.

    


    2. Board
      of Directors.

    


    (a) Until
      the
      provisions of this Section 2 cease to be effective pursuant to Section
      2(h), each Stockholder shall vote all voting securities of the Company over
      which such Stockholder has voting control or which are beneficially owned by
      such Stockholder, and shall take all other necessary or desirable actions within
      such Stockholder's control (whether in such Stockholder's capacity as a
      stock-holder, director, member of a Board committee or officer of the Company
      or
      otherwise, and including, without limitation, attendance at meetings in person
      or by proxy for purposes of obtaining a quorum and execution of written consents
      in lieu of meetings), and the Company shall take all necessary and desirable
      actions within its control (including, without limitation, calling special
      Board
      and stockholder meetings), so that:

    


    
      	 	
              (i)

            	
              the
                Board shall be comprised of seven (7)
                directors;

            


    

    


    
      	 	
              (ii)

            	
              the
                following persons will be elected to the
                Board:

            


    

    


    
      	 	
              (A)

            	
              the
                holders of the majority of Stockholder Shares held by the Investors
                will
                designate six (6) directors, which designees shall initially be John
                C.
                Textor, Michael Bay, Carl Stork, and three (3) persons to be designated
                by
                such holders after the date hereof;
                and,

            


    

    


    
      	 	
              (B)

            	
              the
                holders of the majority of the Falcon Securities will designate one
                (1)
                director, which designee shall initially be Rafael A. Fogel (the
                “Falcon
                Director”);

            


    

    



    
      
        
        

      

      
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    (iii) any
      director shall be removed from the Board (with or without cause) at the written
      request of the Stockholder or Stockholders having the right to designate such
      director hereunder, but only upon such written request and under no other
      circumstances (in each case, determined on the basis of a vote or consent of
      the
      relevant Stock-holder(s)); provided,
      that
      the holders of a majority of the Stockholder Shares may remove any director
      for
      cause, but a replacement director may only be designated by the Stockholder(s)
      having the right to designate such director hereunder; and

    


    (iv) in
      the
      event that any representative member of the Board desig-nated hereunder for
      any
      reason ceases to serve as a member of the Board during such representative's
      term of office, the resulting vacancy on the Board shall be filled by a
      representative designated by the Stockholder(s) having the right to designate
      the director who ceases to serve.

    


    (b) Any
      committee established by the Board shall consist of no more than four (4)
      members, one of whom shall be the Falcon Director. All actions of each committee
      of the Board shall require the affirmative vote of a majority of the members
      of
      such committee. The composition of the board of directors of each Significant
      Subsidiary and each committee thereof shall, where the appropriate Persons
      are
      willing to serve, be identical to the composition of the Board and each
      corresponding committee thereof; provided that no member of the Board shall
      be
      required to serve as a director or committee member of any such Significant
      Subsidiary.

    


    (c) The
      Company agrees to, and shall cause each Significant Subsidiary to, obtain,
      or be
      an insured party pursuant to and beneficiary pursuant to, a general liability
      insurance policy and a directors’ and officers’ liability insurance policy, in
      each such case on terms and conditions that are mutually reasonably acceptable
      to the members of the board of directors of such Person. The Company agrees
      to,
      and shall cause each Significant Subsidiary to, maintain such policies (or
      policies containing similar terms and conditions) in full force and effect
      at
      all times. The Company’s and each such Significant Subsidiary’s certificate of
      incorporation, bylaws and other organizational documents shall provide (i)
      for
      elimination of the liability of directors to the maximum extent permitted by
      law
      and (ii) for indemnification of directors for acts on behalf of, respectively,
      the Company and each such Significant Subsidiary, to the maximum extent
      permitted by law.

    


    (d) The
      Company shall, and shall cause each Significant Subsidiary to, pay the
      reasonable out-of-pocket expenses incurred by each director in connection with
      attend-ing the meetings of its respective board of directors or any committee
      thereof of which he is a member. 

    


    (e) [reserved].

    


    (f) If
      any
      party fails to designate a representative to fill a directorship pursuant to
      the
      terms of this Section 2, the election of a Person to such directorship shall
      be
      accomplished in accordance with the Company's or any Significant Subsidiary’s
      (as applicable) certificate of incorporation and bylaws and applicable law
      (provided that such party may subsequently remove and replace such Person in
      accordance with the terms of this Section 2). In the event that any provision
      of
      the Company's or any Significant Subsidiary’s (as applicable) bylaws or
      certificate of incorporation is inconsistent with any provision of this Section
      2, the Stockholders shall take such action as may be necessary to amend any
      such
      provision in the Company's or such Significant Subsidiary’s (as applicable)
      bylaws or certificate of incorporation to remedy such
      inconsistency.

    



    
      
        
        

      

      
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    (g) Special
      Voting Requirements.
      Notwithstanding anything to the contrary in the Certificate of Incorporation
      or
      the By-laws of the Company or this Agreement, so long as Falcon and its
      Permitted Transferees continue to own at least fifty percent (50%) of the number
      of the Stockholder Shares Falcon owns on the date hereof (with such securities
      deemed to be continued to be so owned when exercised or converted into, or
      exchanged for, shares of Common Stock), the Company and the Stockholders agree
      not to cause or permit the Company or any Subsidiary thereof to take any of
      the
      actions set forth below without the affirmative vote or written consent of
      Stockholders holding at least a majority of the Falcon Securities held by Falcon
      and its Permitted Transferees in the aggregate:

    


    (i) except
      to
      the extent permitted by the Falcon Purchase Agreement, entering into any
      transaction or amending in any material respect the terms of any existing
      transaction with any (i) director, officer (other than as to reasonable
      compensation arrangements), holder of 5% or more of any class of securities
      of
      the Company or any Affiliate thereof (other than a Subsidiary of the Company),
      (ii) individual related by blood or marriage (a “Related
      Person”)
      to
      such director, officer, or security holder, (iii) Affiliate (other than the
      Company or any Subsidiary thereof) of such director, officer, security holder
      or
      Related Person or (iv) Person (other than the Company or any Subsidiary
      thereof) in which such director, officer, security holder or Related Person
      has
      an interest of greater than 5% of the equity of such Person; 

    


    (ii) other
      than an Approved Sale, the sale (whether by merger or otherwise) of all or
      substantially all of the capital stock of the Company, or the sale (whether
      by
      merger or otherwise), lease or other disposition of all or substantially all
      of
      the assets of the Company and its Subsidiaries on a consolidated basis, in
      any
      transaction or series of related transactions; 

    


    (iii) the
      dissolution and liquidation of the Company or any Significant Subsidiary;


    


    (iv) the
      issuance or sale by the Company, during the period after the Closing Date,
      of
      any of its equity interests, including Common Stock Equivalents, to current
      or
      future directors, officers, consultants, employees and strategic partners of
      the
      Company and any of its Subsidiaries, in an aggregate amount outstanding
      (excluding any such equity interests issued or sold to such Persons by the
      Company on or prior to the Closing Date, or after the Closing Date pursuant
      to
      the exercise, conversion or exchange of such equity interests as are outstanding
      on the Closing Date) at any such time exceeding fifteen percent (15%) of all
      such then outstanding equity interests of the Company on a fully diluted basis;
      provided that such percentage shall be increased upon the repayment in full
      (including upon a Legal Defeasance (as defined in the Falcon Purchase
      Agreement)) of the Senior Secured Notes due 2011 of DDI to twenty percent (20%);
      and

    



    
      
        
        

      

      
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    (v) the
      making of any payments by Senbazuru Productions, a Subsidiary of the Company,
      to
      any Person (other than the Company or any Significant Subsidiary) for any
      reason, except in connection with the development, production and exploitation
      of the filmed entertainment project currently entitled, “A Thousand
      Cranes.”

    


    (h) The
      provisions of this Sect-ion 2 shall terminate automatically and be of no
      further force and effect upon the consummation of a Qualified Public
      Offering

    


    3. Representations
      and Warranties.
      Each
      Stockholder represents and warrants that (a) this Agreement has been duly
      authorized, executed and delivered by such Stockholder and constitutes the
      valid
      and binding obligation of such Stockholder, enforceable against such Stockholder
      in accordance with its terms, and (b) such Stockholder has not granted and
      is
      not a party to any proxy, voting trust or other agreement which is inconsistent
      with, conflicts with or violates any provision of this Agreement. No holder
      of
      Stockholder Shares shall grant any such proxy or become party to any such voting
      trust or other agreement which is inconsistent with, conflicts with or violates
      any provision of this Agreement. The Company represents and warrants that the
      Capitalization Table of the Company attached hereto as Exhibit A correctly
      sets
      forth the ownership of the Common Stock and Common Stock Equivalents outstanding
      as of the date hereof. 

    


    4. Restrictions
      on Transfer by Stockholders/Other Rights.

    


    (a) Tag-Along
      Rights.
      Subject
      to Sections 4(b), 4(c), 4(d), 4(e) and 4(g) and other than in connection with
      an
      Approved Sale in accordance with Section 5, at least 15 days prior to any
      contemplated Transfer (other than an Involuntary Transfer) by an Investor of
      Stockholder Shares held by such Investor, which Stockholder Shares, together
      with all Stockholder Shares previously transferred by such Investor, constitute
      in aggregate more than 10 percent (10%) of the Stockholder Shares held by such
      Investor on the date of this Agreement, such Investor shall deliver a written
      notice (the "Sale
      Notice")
      to the
      Company and the Other Stockholders, specifying in reasonable detail the identity
      of the prospective transferee(s) and the terms and condi-tions of the Transfer.
      The Other Stockholders may elect to participate in the contemplated Transfer
      by
      delivering written notice to the transferring Stockholder within 10 days after
      delivery of the Sale Notice. If any Other Stockholders have elected timely
      to
      participate in such Transfer, each of the transferring Stockholder and such
      Other Stockholders shall be entitled to sell in the contemplated Transfer,
      at
      the same price and on the same terms, a number of Stockholder Shares, of the
      same class of Stockholder Shares proposed to be transferred by the Investor,
      equal to the product of (i) the quotient determined by dividing the number
      of Stock-holder Shares owned by such Stockholder by the aggregate number of
      Stock-holder Shares owned by the transferring Stockholder and the Other
      Stockholders participating in such Transfer, and (ii) the aggregate number
      of Stockholder Shares to be sold in the proposed Transfer.

    



    
      
        
        

      

      
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    (b) First
      Offer Rights.
      

    


    (i) Notice
      of Transfer.
      Subject
      to Sections 4(c), 4(d), 4(e) and 4(g) and other than a Transfer by an Other
      Stockholder pursuant to Section 4(a), and any Approved Sale in accordance with
      Section 5, at least 30 days prior to any voluntary Transfer of Stockholder
      Shares by any Stockholder, the Stockholder making such Transfer (the
      "Transferring
      Stockholder")
      shall
      deliver a written notice (the "Transfer
      Notice")
      to the
      Company and the Other Stockholders stating that the Transferring Stockholder
      intends to explore a potential Transfer of all or a specified portion of his
      or
      its Stockholder Shares (the “Offered
      Shares”),
      shall
      reference this right of first offer and shall state that no such Transfer shall
      be effected prior to the date that is 30 days following the date of the Transfer
      Notice.

    


    (ii) First
      Option.
      The
      Company shall have the first right and option, exercisable within 20 days (the
      “First
      Option Period”)
      after
      the delivery of the Transfer Notice to make an offer (the “First
      Offer”)
      to the
      Transferring Stockholder to purchase all (but not less than all) of the Offered
      Shares, which First Offer shall be unconditional, shall provide for cash payment
      for the Offered Shares within 10 days of acceptance of the First Offer, and
      shall specify the purchase price to be paid for the Offered Shares. Any such
      First Offer shall be delivered to the Transferring Stockholder by the Company,
      with a copy provided to the Other Stockholders.

    


    (iii) Second
      Option.
      If the
      Company has not elected to purchase all of the Offered Shares prior to the
      expiration of the first Offer Period, the Other Stockholders shall have the
      right and option, exercisable within 20 days after the expiration of the First
      Option Period (the “Second
      Option Period”),
      to
      make an offer (the “Second
      Offer”)
      to the
      Transferring Stockholder to purchase in aggregate all (but not less than all)
      of
      the Offered Shares (in such respective amounts as are equal to their respective
      pro-rata portions of the Common Stock Deemed Outstanding owned by all such
      Other
      Stockholders, with the pro-rata over-allotment right to purchase such amounts
      not purchased by any such Stockholder), which Second Offer shall be
      unconditional, shall provide for cash payment for the Offered Shares within
      10
      days of acceptance of the Second Offer, and shall specify the purchase price
      to
      be paid for the Offered Shares (and the maximum percentage of the Offered Shares
      that each Other Stockholder desiring to participate in the Second Offer is
      willing to purchase pursuant to said over-allotment right). Any such Second
      Offer shall be delivered to the Transferring Stockholder by each such Other
      Stockholder wishing to participate in the Second Offer, and a copy provided
      to
      all of the Other Stockholders. In the event that different purchase prices
      are
      proposed severally by the Other Stockholders wishing to participate in the
      Second Offer, the Second Offer purchase price shall be the lowest such proposed
      price.

    



    
      
        
        

      

      
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    (iv) Closing.
      The
      Transferring Stockholder shall have the absolute right to accept or reject
      the
      First Offer or Second Offer, as applicable, provided however that if either
      such
      offer is rejected, the Transferring Stockholder may only sell the Offered Shares
      to one or more third parties at a purchase price greater than the price set
      forth in the First Offer or Second Offer, as applicable, and to the extent
      such
      Offered Shares are not so transferred by the Transferring Stockholder within
      90
      days immediately following the date on which the Transfer Notice has been given
      to the Company and the Other Stockholders the Transferring Stockholder shall
      once again become subject to the provisions of this Section 4(b) with respect
      to
      any future Transfer of Stockholder Shares. If the Transferring Stockholder
      shall
      accept either the First Offer or the Second Offer, then the closing of the
      purchase and sale will occur on the thirtieth (30th)
      day
      following the date of expiration of the First Option Period or the Second Option
      Period, as applicable (or such earlier date as may be agreed upon among the
      parties). If either the Company or the Other Stockholders default in their
      obligation to purchase the Offered Shares, the Transferring Stockholder shall
      be
      free to transfer such shares without regard to any restriction on transfer
      thereof set forth in this Section 4. The failure of the Company or any Other
      Stockholder to advise the Transferring Stockholder of such Person’s decision to
      purchase shares within the applicable period described above shall be deemed
      to
      constitute a notification to the Transferring Stockholder of a decision not
      to
      exercise the first right and option described in this Section 4(b).


    


    (c) First
      Offer Rights in Connection with Involuntary Transfers.
      Upon
      any Involuntary Transfer of Stockholder Shares, each Interested Party will
      comply with, and the Involuntary Transfer will be subject to, the following
      provisions, to the maximum extent permitted by applicable law:

    


    (i) Notice
      of Involuntary Transfer.
      The
      Interested Party will deliver a written notice (the "Notice
      of Involuntary Transfer")
      to
      each Stockholder and the Company (and, in the case of a Marital Relationship
      Transfer, to the former owner of the Stockholder Shares that are the subject
      of
      the Involuntary Transfer if the former owner is not a current Stockholder)
      no
      later than thirty (30) days after such Involuntary Transfer. The Company agrees
      to promptly provide the Interested Party with a list of the names and addresses
      of each Stockholder and, if applicable, the former owner, for such purpose
      upon
      request. The Notice of Involuntary Transfer will include (i) a description
      of
      the circumstances resulting in the Involuntary Transfer, (ii) the name and
      address of each Interested Party and (iii) the type and number of Stockholder
      Shares subject to such Involuntary Transfer (the "Subject
      Securities").
      Upon
      the failure of the Interested Party to deliver a Notice of Involuntary Transfer
      within thirty (30) days of an Involuntary Transfer, the Interested Party will
      be
      deemed to have provided such Notice of Involuntary Transfer to the Company
      and
      each Stockholder (and, if applicable, a former Stockholder in the case of a
      Marital Relationship Transfer) and the terms of Sections 4(c)(ii) through (v)
      will be applicable to any Involuntary Transfer. 

    



    
      
        
        

      

      
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    (ii) First
      Option.
      In the
      case of a Marital Relationship Transfer, the Notice of Involuntary Transfer
      will
      constitute an irrevocable offer by the Interested Party to sell all (but not
      less than all) of the Subject Securities at Fair Market Value to the former
      owner from whom the Subject Securities were involuntarily transferred. The
      former owner may elect to accept such offer by delivering to the Interested
      Party (with a copy to the Company) written notice of his election to accept
      such
      offer, which election will be final and irrevocable, within thirty (30) days
      after his receipt of the Notice of Involuntary Transfer. If the former owner
      does not so elect to accept such offer within such thirty (30) day option period
      with respect to the Subject Securities, then the Company, on behalf of the
      former owner, will, immediately following the expiration of such thirty (30)
      day
      option period, inform the Interested Party in writing, with a copy to each
      Stockholder, that the former owner did not elect to purchase the Subject
      Securities, and the Company will then have the option pursuant to Section
      4(c)(iii)
      to
      purchase all (but not less than all) of the Subject Securities.

    


    (iii) Second
      Option.
      If
      Section 4(c)(ii) is inapplicable, or if applicable, the former owner does not
      elect to purchase all of the Subject Securities in accordance with Section
      4(c)(ii), then the Notice of Involuntary Transfer will be deemed to constitute
      an irrevocable offer by the Interested Party to sell to the Company, at Fair
      Market Value, all (but not less than all) of the Subject Securities. The Company
      may elect to accept such offer by delivering to the Interested Party written
      notice of its election to accept such offer, which decision will be final and
      irrevocable, within ten (10) days after the expiration of the option period
      set
      forth in Section 4(c)(ii) above. 

    


    (iv) Third
      Option.
      If the
      Company does not elect to purchase the Subject Securities in accordance with
      Section 4(c)(iii), then the Notice of Involuntary Transfer will be deemed
      to constitute an irrevocable offer by the Interested Party to sell all (but
      not
      less than all) of the Subject Securities at Fair Market Value to the
      Stockholders in such respective amounts as are equal to their respective
      pro-rata portions of the Common Stock Deemed Outstanding owned by all such
      Stockholders, with the pro-rata over-allotment right to purchase such amounts
      not purchased by any such Stockholder. Each Stockholder may elect to accept
      such
      offer by delivering to the Interested Party (with a copy to the Company) written
      notice of his or its election to accept such offer (including therein the
      maximum percentage of the Subject Securities he or it is willing to purchase
      subject to such over-allotment right), which election will be final and
      irrevocable, within ten (10) days after the expiration of the ten (10) day
      option period set forth in Section 4(c)(iii) above. 

    


    (v) Closing.
      If any
      Person validly elects to purchase Subject Securities pursuant to this
      Section 4(c), then the closing of the purchase and sale will occur on the
      sixtieth (60th) day following the date on which such Person was required to
      elect to purchase such Subject Securities (or such earlier date as may be agreed
      upon among the parties). 

    



    
      
        
        

      

      
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    (d) Permitted
      Transfers.
      The
      restrictions contained in this Section 4 shall not apply with respect to
      any Involuntary Transfer to Company, or with respect to any other Transfer
      (other than an Involuntary Transfer) of Stockholder Shares by any Stockholder
      (i) in the case of an individual Stockholder, (A) to any Other
      Stockholder(s) other than Wyndcrest DD Investment Holdings, LLC (“Investment
      Holdings LLC”), or (B) only if approved in writing by a majority of the Board,
      to any member of such Stockholder's Family Group, (ii) in the case of
      Falcon or any of its Permitted Transferees, (A) to any Affiliate, managing
      director, principal, limited or general partner, member, manager, employee
      or
      retired partner of Falcon or such transferee, (B) to any Other Stockholder(s),
      (C) to any pledgee that is a commercial bank or other financial institution
      providing financing to Falcon or such transferee, which pledgee is taking a
      security interest in the Stockholder Shares in connection with such financing,
      provided,
      that
      the pledgor shall at all times retain the right to vote its Stockholder Shares,
      or (D) in connection with the transfer by Falcon of any of the Senior Secured
      Notes due 2011 of DDI as permitted by the terms of the Falcon Purchase
      Agreement, to any transferee of such Senior Secured Notes up to the
      corresponding proportionate amount of each class of Stockholder Shares then
      owned by Falcon, (iii) in the case of any Stockholder, of up to no more than
      10%
      of the aggregate Stockholder Shares owned by such Stockholder on the date of
      this Agreement, to any Person(s) other than Investment Holdings LLC, and (iv)
      in
      the case of any Stockholder (other than Falcon and its Permitted Transferees)
      that is not a natural Person, (A) to any Affiliate, managing director,
      principal, limited or general partner, member, manager, employee, or retired
      partner of such Person (other than Investment Holdings LLC), or (B) to any
      Other
      Stockholder(s) (other than Investment Holdings LLC). The restrictions contained
      in this Section 4 shall continue to be applicable to such Stockholder
      Shares after any such Transfer and the transferees of such Stockholder Shares
      shall have agreed in writing to be bound by the provisions of this Agreement
      which affect the Stockholder Shares so transferred by executing a joinder in
      substantially the form attached hereto as Exhibit
      C
      (the
“Joinder
      Agreement”).
      All
      transferees permitted under this Section 4(d) are collectively referred to
      in
      this Agreement as "Permitted
      Transferees."

    


    (e) Restriction
      on Transfer of Warrants.
      Notwithstanding anything to the contrary in this Agreement, neither Falcon
      nor
      any of its Permitted Transferees, nor any other Stockholder, shall be permitted,
      prior to an Event of Default (as defined in the Falcon Purchase Agreement),
to
      effect any voluntary Transfer of the Warrants owned by such Person, except
      (i)
      in an Approved Sale and (ii) in the case of Falcon and its Permitted
      Transferees, to the transferees, and on the respective terms and conditions,
      described in Section 4(d)(ii)(D) hereof. 

    


    (f) Prohibition
      on Certain Transfers of Interests in Investment Holdings LLC.
      Notwithstanding anything to the contrary in this Agreement, Investment Holdings
      LLC agrees that, without the prior written consent of Stockholders holding
      at
      least a majority of the Falcon Securities then held by Falcon and its Permitted
      Transferees in the aggregate, at any time that Wyndcrest Holdings, LLC ceases
      to
      be the sole manager of Investment Holdings LLC, it will not issue any membership
      interest to, and will not cause or permit any of its members to directly or
      indirectly transfer (except for bona fide
      family/estate or tax planning purposes of the transferring member) any of his
      or
      its membership interests in Investment Holdings LLC to, in each case, any Person
      other than Mr. John C. Textor, any members of Mr. John C. Textor’s Family Group,
      and/or any Person of which 100% of the voting and economic interests are owned
      by Mr. John C. Textor and/or one or more members of Mr. John C. Textor’s Family
      Group.

    



    
      
        
        

      

      
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    (g) Termination
      of Restrictions.
      The
      restrictions set forth in this Section 4 shall continue with respect to
      each Stockholder Share until the earlier of (i) the Transfer of such
      Stockholder Share in an Approved Sale in accordance with Section 5, or (ii)
      immediately prior to the consummation of a Qualified Public
      Offering.

    


    5. Sale
      of the Company.

    


    (a) Upon
      the
      approval of a Sale of the Company qualifying as an Approved Sale by the
      requisite majority of the Board and of the holders of the shares of Common
      Stock
      and Convertible Preferred Stock, each Stockholder will (i) consent to and
      raise no objections against the Approved Sale or the process pursuant to which
      the Approved Sale was arranged, (ii) waive any dissenter's rights and other
      similar rights arising in connection therewith, and (iii) if the Approved
      Sale is structured as a sale of stock, each Stockholder will agree to sell
      its
      Stockholder Shares on the terms and conditions of the Approved Sale. Each
      Stockholder will take all necessary and desirable actions as directed by the
      Board and the holders of a majority of the Common Stock and Convertible
      Preferred Stock, voting together as a single class, in connection with the
      consummation of any Approved Sale, including, without limitation, (A) executing
      the applicable purchase agreement, (B) granting identical indemnification rights
      (whether directly to the buyer of the Stockholder Shares or pursuant to the
      provisions of a contribution agreement) on a several and pro
      rata
      basis up
      to the net proceeds received by such Stockholder from such Approved Sale and
      (C)
      making only those representations and warranties relating to its ownership
      of
      the Stockholder Shares to be sold by him or it.

    


    (b) If,
      in
      the context of an Approved Sale in which it is contemplated that the holders
      of
      the Company’s securities are to receive securities issued by any other Person,
      the Company or the holders of the Company's securities enter into any
      negotiation or transaction for which Rule 506 (or any similar rule then in
      effect) under the Securities Act may be available with respect to such
      negotiation or transaction (including a merger, consolidation or other
      reorganization), the Stockholders (other than Falcon) will, at the request
      of
      the Company, appoint a purchaser representative (as such term is defined in
      Rule
      501 under the Securities Act) reasonably acceptable to the Company. If any
      Stockholder appoints a purchaser representative designated by the Company,
      the
      Company will pay the fees of such purchaser representative, but if any
      Stockholder declines to appoint the purchaser representative designated by
      the
      Company, such Stockholder will appoint another purchaser representative
      (reasonably acceptable to the Company), and such Stockholder will be responsible
      for the fees of the purchaser representative so appointed.

    



    
      
        
        

      

      
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    (c) This
      Section 5 shall automatically terminate upon the consummation of a
      Qualified Public Offering.

    


    6. Preemptive
      Rights.
      

    


    (a) The
      Company hereby grants to each Stockholder that is an “Accredited Investor”
within the meaning of Regulation D under the Securities Act, subject to the
      terms and conditions specified in this Section 6, the right to purchase up
      to
      his or its pro
      rata
      share
      (as defined below) of all New Securities (as defined in Section 6(b) hereof)
      that the Company may, from time to time, propose to sell and issue. Each
      Stockholder’s “pro
      rata
      share,”
for purposes of this preemptive right, is the ratio (i) the numerator of which
      is the number of Stockholder Shares held by such Stockholder on the date of
      the
      Company’s written notice pursuant to Section 6(c) hereof, and (ii) the
      denominator of which is the number of Stockholder Shares held by all
      Stockholders eligible to participate in the preemptive rights offer in
      accordance with the first sentence of this Section 6(a).

    


    (b) “New
      Securities”
means
      any Shares, whether or not now authorized; provided that the term “New
      Securities” does not include (i) Shares issued or sold to persons who are, or
      who are to become, employees, officers, directors, strategic partners (which
      may
      include individuals) and/or consultants of the Company or any of its
      Subsidiaries as bona fide compensation for services rendered or to be rendered;
      provided, that such sales or issuances are approved in good faith by the Board;
      (ii) securities issued to the seller as part of the financing of the acquisition
      of another company by the Company pursuant to a plan, agreement or other
      arrangement approved in good faith by the Board; (iii) securities issued
      pursuant to any stock dividend, stock split, combination or other
      reclassification by the Company of any Shares treating each class or series
      of
      Shares equally; (iv) securities issued pursuant to a bona fide arms’ length
      transaction with debt financing sources, vendors or suppliers of the Company;
      provided, that such issuances are approved in good faith by the Board; (v)
      Shares issued upon the exercise of options, warrants or convertible securities
      if the underlying instrument is outstanding on the date of this Agreement or
      was
      thereafter issued on the terms described in clause (i) or otherwise in
      compliance with this Section 6, and (vi) Common Stock issued in a Qualified
      Public Offering. 

    


    (c) In
      the
      event the Company proposes to undertake an issuance of New
      Securities, it will give each Stockholder written notice (the “Preemptive
      Notice”) of its intention, describing the class of New Securities, and the
      price, amount and the general terms upon which the Company proposes to issue
      the
      same. Each eligible Stockholder will have twenty (20) days from the date of
      any
      such notice to agree to purchase up to his or its pro rata share of such New
      Securities in accordance with Section 6(a), for the price and upon the general
      terms specified in the Preemptive Notice by giving written notice to the Company
      and stating therein the quantity of New Securities to be purchased.


    


    (d) In
      the
      event the Company delivers a Preemptive Notice, the Company will have ninety
      (90) days from the date of the first closing specified in such written notice
      to
      sell all such New Securities (including the New Securities, if any, to be
      purchased individually by any Stockholder pursuant to this Section 6) at a
      price
      and upon general terms no more favorable to the purchasers thereof than the
      price and terms specified in the Company's original notice to the Stockholders,
      and provided that such purchasers will agree in writing to be bound by the
      terms
      and conditions of this Agreement by executing the Joinder Agreement and any
      other documents reasonably required by the Company. In the event the Company
      has
      not sold all such New Securities within said ninety (90) day period, the Company
      will not thereafter issue or sell any New Securities without first offering
      such
      securities individually to the eligible Stockholders in the manner provided
      by
      this Section 6. 

    



    
      
        
        

      

      
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    (e) In
      the
      event that a Stockholder that has the right under this Section 6 to purchase
      any
      New Securities declines to exercise his or its right in full to purchase the
      New
      Securities to be sold (each, a “Preemptive Declining Stockholder”), by failing
      to give the written notice to the Company referenced in Section 6(c) within
      the
      twenty (20) day period specified therein, before the New Securities not
      purchased by all Preemptive Declining Stockholders (the “Preemptive Unsubscribed
      Portion”) are offered to any other Person, the Company shall deliver to each
      Stockholder who is not a Preemptive Declining Stockholder a written notice
      (the
“Second Preemptive Notice”) stating the number of such New Securities
      constituting the Preemptive Unsubscribed Portion. Each Stockholder who has
      timely elected to exercise in full his or its right to so purchase the New
      Securities (collectively, the “Preemptive Participating Stockholders”) shall
      have the right to purchase his or its pro rata share of the Preemptive
      Unsubscribed Portion (excluding, for this purpose, the Stockholder Shares held
      by the Preemptive Declining Stockholders) by providing written notice to the
      Company of such Preemptive Participating Stockholder's election to purchase
      his
      or its pro rata share of the Preemptive Unsubscribed Portion within ten (10)
      days of the date of delivery to him or it of the Second Preemptive
      Notice.

    


    (f) This
      Section 6 shall automatically terminate upon consummation of a Qualified
      Public Offering.

    


    7. Financial
      Reporting.

    


    (a) The
      Company shall cause to be prepared and delivered to Falcon, for so long as
      Falcon continues to own at least fifty percent (50%) of the number of
      Stockholder Shares owned by it on the date hereof (with such securities deemed
      to be continued to be so owned when exercised or converted into, or exchanged
      for, shares of Common Stock issued to Falcon), the following financial
      statements: 

    


    (i) Within
      thirty (30) days after the end of each calendar month (A) a consolidated balance
      sheet as of the end of such month; and (B) the related consolidated statements
      of income and cash flows for such month, each prepared in accordance with GAAP,
      consistently applied (except as noted therein), with the exception that no
      notes
      need be attached to such statements, such statements may be condensed, and
      year-end audit adjustments may not have been made; 

    



    
      
        
        

      

      
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    (ii) Within
      forty-five (45) days after the end of each calendar quarter ending on March
      31,
      June 30 and September 30 of each fiscal year, (A) a consolidated balance sheet
      as of the end of such quarter; and (B) the related consolidated statements
      of
      income and cash flows for the quarter then ended, each prepared in accordance
      with GAAP, consistently applied (except as noted therein), with the exception
      that no notes need be attached to such statements, such statements may be
      condensed, and year-end audit adjustments may not have been made;
      and

    


    (iii) Within
      one hundred twenty (120) days of the end of each fiscal year, (A) a consolidated
      balance sheet of the Company as of the end of such fiscal year, and (B) the
      related consolidated statements of income and cash flows for such fiscal year,
      prepared in accordance with GAAP, consistently applied (except as noted
      therein), as audited and accompanied by a report and opinion thereon by
      independent public accountants of national standing in the United States
      selected by the Board.

    


    (b) This
      Section 7 shall automatically terminate upon the consummation of a
      Qualified Public Offering.

    


    8. Legend. In
      addition to any legend required by any other document to which the parties
      hereto are signatory, each certificate evidencing Stockholder Shares and each
      certificate issued in exchange for or upon the transfer of any Stockholder
      Shares (if such shares remain Stock-holder Shares as defined herein after such
      transfer) shall be stamped or otherwise imprinted with a legend in substantially
      the following form:

    


    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE
      OF
      ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
      THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFI-CATE ARE SUBJECT TO
      THE
      RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREE-MENT DATED AS OF JULY __, 2006
      BY
      AND AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE
      COMPANY'S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
      A
      COPY OF SUCH STOCK-HOLDERS' AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE
      COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

    



    
      
        
        

      

      
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    The
      Company shall imprint such legend on any certificates evidencing Stockholder
      Shares outstanding prior to the date hereof. The legend set forth above shall
      be
      removed from the certificates evidencing any shares which cease to be
      Stockholder Shares.

    


    9. Transfer
      of Stockholder Shares.

    


    (a) Any
      Transfer or attempted Transfer of any Stockholder Shares in violation of any
      provision of this Agreement shall be null and void ab initio,
      and the
      Company shall not record such Transfer on its books or treat any purported
      transferee of such Stockholder Shares as the owner of such shares for any
      purpose.

    


    (b) Stockholder
      Shares are transferable by any legally available means of Transfer; provided
      that any
      Transfer of Stockholder Shares must also comply with the terms of Section 4
      and the other provisions of this Agreement.

    


    (c) In
      connection with any proposed Transfer of any Stockholder Shares other than
      a
      sale thereof pursuant to an offering registered under the Securities Act, the
      holder thereof shall deliver written notice to the Company describing in
      reasonable detail the proposed Transfer, together with an opinion of counsel
      reasonably acceptable to the Company to the effect that such proposed Transfer
      of Stockholder Shares may be effected without registration under the Securities
      Act. In addition, if the holder of the Stockholder Shares delivers to the
      Company an opinion of such counsel that no subsequent Transfer of such
      Stockholder Shares shall require registration under the Securities Act, the
      Company shall promptly upon such contemplated Transfer deliver new certificates
      for such Stockholder Shares which do not bear the legend set forth in Section
      8
      above. If the Company is not required to deliver new certificates for such
      Stockholder Shares not bearing such legend, the holder thereof shall not effect
      the Transfer thereof until the prospective transferee has confirmed to the
      Company in writing its agreement to be bound by the conditions contained herein,
      as required by Section 4(d) above.

    


    (d) In
      the
      event of a proposed Transfer of any Stockholder Shares pursuant to Rule 144A
      (or
      any similar rule or rules then in effect) under the Securities Act, upon the
      request of the holder of Stockholder Shares proposing said Transfer, the Company
      shall promptly supply to such holder or its prospective transferees all
      information regarding the Company required to be delivered by the issuer in
      connection with a Transfer pursuant to Rule 144A (or any similar rule or rules
      then in effect) under the Securities Act. 

    


    (e) Upon
      the
      request of any holder of Stockholder Shares, the Company shall remove the legend
      set forth in Section 8 above from the certificates for such holder's Stockholder
      Shares; provided,
      that
      such Stockholder Shares are eligible for sale pursuant to Rule 144 (or any
      similar rule or rules then in effect) under the Securities Act.

    


    10. Registration
      Rights.
      The
      Stockholders shall have registration rights with respect to the Common Stock
      as
      set forth in the Registration Rights Agreement attached hereto as Exhibit B
      (the
      "Registration
      Rights Agreement"),
      the
      terms and conditions of which are hereby fully incorporated into this Agreement
      by this reference. Each of the Stockholders agrees not to effect any public
      sale
      or distribution of any securities of the Company during the applicable periods
      specified in the Registration Rights Agreement, except as permitted thereby,
      and
      each such Stockholder agrees to be bound by the rights of priority to
      participate in offerings as set forth therein.

    



    
      
        
        

      

      
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    11. Corporate
      Opportunity.
      No
      Stockholder (other than Falcon and its Affiliates) shall, directly or
      indirectly, make any investment in any Corporate Opportunity unless all material
      facts regarding such Corporate Opportunity have been presented to the Board
      and
      the disinterested members of the Board shall, by duly adopted resolution, elect
      on behalf of the Company not to pursue such opportunity. For purposes of this
      Agreement, “Corporate Opportunity” shall mean any business similar in nature to
      the visual effects business then being conducted by the Company and its
      Subsidiaries; provided, however, that this provision shall not prohibit any
      Stockholder from any investment by such Stockholder in up to 4.9% of the voting
      securities of any entity a class of whose shares are registered under Section
      12(b) or 12(g) of the Exchange Act and approved for quotation on the Nasdaq
      National Market or listed on a national securities exchange, so long as such
      Stockholder is not part of any control group of such entity. The Company and
      each of the Other Stockholders acknowledge that Falcon and its Affiliates and
      each of their respective partners, members, stockholders, directors, officers,
      controlling Persons, managers and employees have business interests and engage
      in business activities or commercial transactions in addition to those relating
      to the Company (including those which may compete with the Company). The Company
      and each of the other Stockholders agree (and, to the fullest extent permitted
      by applicable law, hereby waive and agree not to assert any claim to the
      contrary) that neither Falcon nor any such Affiliate, partner, member,
      stockholder, director, officer, controlling Person, manager or employee shall
      be
      obligated to present any particular investment or business opportunity to the
      Company even if such opportunity is of such character that it could be
      undertaken by the Company, and that Falcon and each such Affiliate, partner,
      member, stockholder, director, officer, controlling Person, manager or employee
      shall have the right to undertake any such opportunity for itself, for its
      own
      account, or on behalf of another or to recommend any such opportunity to any
      other Person.

    


    12. Spousal
      Consent.
      Each
      Stockholder that holds Stockholder Shares in his individual name and is a
      married natural Person will deliver to the other parties hereto,
      contemporaneously with such Stockholder's executed counterpart signature page
      hereto, a copy of the spousal consent that appears immediately following the
      signature page hereto, duly executed by such Stockholder's spouse. Each such
      spousal consent will be attached hereto and be a part hereof. Each married
      natural Person who acquires Stockholder Shares in his individual name and
      delivers the Joinder Agreement will deliver to the other parties hereto,
      contemporaneously with such Person's executed Joinder Agreement, an executed
      copy of the spousal consent that appears on the form of Joinder Agreement
      attached hereto, duly executed by such Person's spouse.

    


    13. Amendment
      and Waiver.
      No
      modification, amendment or waiver of any provision of this Agreement shall
      be
      effective against the Company or the Stockholders unless such modifi-cation,
      amendment or waiver is approved in writing by the Company, the holders of a
      majority of the Falcon Securities and the holders of a majority of the
      Stockholder Shares owned by the Investors; provided,
      that
      any such modification, amendment or waiver which adversely affects any
      Stockholder and is prejudicial to such Stockholder relative to all of the Other
      Stockholders cannot be effected without the consent of such Stockholder. The
      failure of any party to enforce any of the provi-sions of this Agreement shall
      in no way be construed as a waiver of such provisions and shall not affect
      the
      right of such party there-after to enforce each and every provision of this
      Agreement in accordance with its terms.

    



    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    14. Severability.
      Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effec-tive and valid under applicable law, but if any provi-sion of
      this Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect any other provision or any
      other
      jurisdiction, but this Agreement shall be reformed, construed and enforced
      in
      such jurisdiction as if such invalid, illegal or unenforceable provision had
      never been con-tained herein.

    


    15. Entire
      Agreement.
      Except
      as otherwise expressly set forth herein, this document and the other Transaction
      Document embody the complete agreement and understanding among the parties
      hereto with respect to the subject matter hereof and thereof and supersede
      and
      preempt any prior understandings, agreements or representations by or among
      the
      parties, written or oral, which may have related to the subject matter hereof
      or
      thereof in any way.

    


    16. Successors
      and Assigns.
      Except
      as otherwise provided herein, this Agreement shall bind and inure to the benefit
      of and be enforceable by the Company and its successors and assigns and the
      Stockholders and any subse-quent holders of Stock-holder Shares and the
      respec-tive successors and assigns of each of them, so long as they hold
      Stockholder Shares or have received Stockholder Shares in accordance with the
      terms hereof.

    


    17. Counterparts.
      This
      Agreement may be executed in separate counterparts (including by means of
      telecopied signature pages), all of which taken together shall constitute one
      and the same agreement.

    


    18. Remedies.
      The
      parties hereto shall be entitled to enforce their rights under this Agreement
      specifically, and to recover damages by reason of any breach of any provision
      of
      this Agreement and to exercise all other rights existing in their favor. The
      parties hereto agree and acknowledge that money damages may not be an adequate
      remedy for any breach of the provisions of this Agree-ment and that the Company
      or any Stockholder may in his or its sole discretion apply to any court of
      law
      or equity of competent jurisdiction for specific performance and/or injunc-tive
      relief (without posting a bond or other security) in order to enforce or prevent
      any viola-tion of the provisions of this Agree-ment.

    


    19. Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement will be in writing and will only
      be
      deemed to have been given when delivered
      personally, the next business day after being sent via a nationally recognized
      overnight courier, or when sent via facsimile to the recipient (with mechanical
      confirmation of transmission)
      or via
      e-mail (which shall be deemed to have been given upon the confirmed receipt
      thereof by the recipient thereof). Such notices, demands and other
      communications will be sent to the addresses indicated below:

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    To
      the
      Company:

    


    Wyndcrest
      DD Holdings, Inc.

    150
      U.S.
      Highway One, Suite 500

    Jupiter,
      FL 33477

    Attention:
      John C. Textor

    Fax
      No.:
      (561) 277-6446

    E-mail:
      jtextor@wyndcrest.com

    


    with
      a
      copy to:

    


    Digital
      Domain, Inc.

    300
      Rose
      Avenue

    Venice,
      California 90291

    Attention:
      General Counsel

    Fax
      No.:
      (310) 314-2943

    


    and
      with
      a copy to:

    


    Sullivan
      & Triggs, LLP

    1230
      Montana Avenue, Suite 201

    Santa
      Monica, California 90403

    Attention:
      D. Thomas Triggs

    Fax
      No.:
      (310) 451-8303

    E-mail:
      ttriggs@sullivantriggs.com

     

    To
      Falcon:

    


    Falcon
      Mezzanine Partners II, LP

    21
      Custom
      House Street, 10th
      Floor

    Boston,
      MA 02110

    Attention:
      William J. Kennedy Jr.

    Fax
      No.:
      (617) 412-2799

    E-mail:
      wkennedy@falconinvestments.com

    


    With
      a
      copy to:

    


    Cahill
      Gordon & Reindel LLP

    80
      Pine
      Street

    New
      York,
      New York 10005

    Attention:
      John Papachristos

    Fax
      No.:
      (212) 269-5420 

    E-mail:
      jpapachristos@cahill.com


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    To
      any of
      the Investors:

    


    [Name
      of
      Investor]

    c/o
      Wyndcrest DD Holdings, Inc.

    150
      U.S.
      Highway One, Suite 500

    Jupiter,
      FL 33477

    Attention:
      John C. Textor

    Fax
      No.:
      (561) 277-6446

    E-mail:
      jtextor@wyndcrest.com

    


    with
      a
      copy to:

    


    Sullivan
      & Triggs, LLP

    1230
      Montana Avenue, Suite 201

    Santa
      Monica, California 90403

    Attention:
      D. Thomas Triggs

    Fax
      No.:
      (310) 451-8303

    E-mail:
      ttriggs@sullivantriggs.com

    


    or
      such
      other address or to the attention of such other Person as the recipient party
      shall have specified by prior written notice to the sending
      party.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


     

    20. Governing
      Law.
      The
      corporate law of the State of Delaware shall govern all issues concerning the
      relative rights of the Company and its stockholders, to the extent not
      permissibly addressed in this Agreement. This Agreement shall be governed by
      and
      construed in accordance with the internal laws of the State of Delaware, without
      giving effect to principles of conflicts of laws or choice of law of the State
      of Delaware or any other jurisdiction which would result in the application
      of
      the law of any jurisdiction other than the State of Delaware.

     

    21. Descriptive
      Headings.
      The
      descriptive headings of this Agreement are inserted for convenience of reference
      only and do not constitute a part of this Agreement.

     

    22. Time
      of the Essence; Computation of Time.
      Time is
      of the essence for each and every provision of this Agreement. Whenever the
      last
      day for the exercise of any privilege or the discharge or any duty hereunder
      shall fall upon a Saturday, Sunday, or any date on which banks in New York
      City,
      New York are authorized to be closed, the party having such privilege or duty
      may exercise such privilege or discharge such duty on the next succeeding day
      which is a regular business day.

     

    23. Jurisdiction;
      Venue; Consent to Service of Process.

     

    (a) Each
      party to this Agreement hereby irrevocably and unconditionally submits, for
      itself and its property, to the nonexclusive jurisdiction of the Superior Court
      of the State of Delaware sitting in Wilmington County, of the Chancery Court
      of
      the State of Delaware and of the United States District Court of the District
      of
      Delaware, and any appellate court from any thereof, in any action or proceeding
      arising out of or relating to this Agreement, or for recognition or enforcement
      of any judgment in any such action, and each of the parties hereto hereby
      irrevocably and unconditionally agrees that all claims in respect of any such
      action or proceeding may be heard and determined in such Delaware
      or, to the extent permitted by law, in such federal, court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right any of the parties may otherwise have to bring any action or proceeding
      relating to this Agreement against any other parties or their properties in
      the
      courts of any jurisdiction.

     

    (b) Each
      party to this Agreement hereby irrevocably and unconditionally waives, to the
      fullest extent it may legally and effectively do so, any objection which it
      may
      now or hereafter have to the laying of venue of any suit, action or proceeding
      arising out of or relating to this Agreement in any court referred to in Section
      23(a). Each of the parties hereto hereby irrevocably waives, to the fullest
      extent permitted by law, the defense of an inconvenient forum to the maintenance
      of such action or proceeding in any such court.

     

    (c) Each
      party to this Agreement irrevocably consents to service of process in any action
      or proceeding arising out of or relating to this Agreement, in the manner
      provided for notices (other than telecopy and email) in Section 19. Nothing
      in
      this Agreement will affect the right of any party to this Agreement to serve
      process in any other manner permitted by applicable law.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


     

    24. Waiver
      of Jury Trial.
      The
      parties to this Agreement each hereby waives, to the fullest extent permitted
      by
      law, any right to trial by jury of any claim, demand, action, or cause of action
      (i) arising under this Agreement or (ii) in any way connected with or related
      or
      incidental to the dealings of the parties hereto in respect of this Agreement
      or
      any of the transactions related hereto, in each case whether now existing or
      hereafter arising, and whether in contract, tort, equity, or otherwise. The
      parties to this Agreement each hereby agrees and consents that any such claim,
      demand, action, or cause of action shall be decided by bench trial without
      a
      jury and that the parties to this Agreement may file an original counterpart
      of
      a copy of this Agreement with any court as written evidence of the consent
      of
      the parties hereto to the waiver of their right to trial by jury.

     

    


    *     *     *     *     *

    (signature
      page follows)


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement
      as
      of the date first above written.

    


    


    WYNDCREST
      DD HOLDINGS, INC.

    


    


    By:
      ________________________________

    Its:
      ________________________________

    


    


    FALCON
      MEZZANINE PARTNERS II, LP

     

    By:
      Falcon Mezzanine Investments II, LLC, 

    its
      general partner

     

    By:
      ________________________________

    Its:
      _______________________________

    


    


    WYNDCREST
      DD INVESTMENT

    HOLDINGS,
      LLC

    


    


    By:
      ________________________________

    Its:
      ________________________________

    


    ___________________________________

    MICHAEL
      BAY

    


    


    ___________________________________

    DAN
      MARINO

    


    


    ___________________________________

    CARL
      STORK

    


    


    ___________________________________

    JONATHAN
      TEAFORD

    


    


    ___________________________________

    JOHN
      C.
      TEXTOR

    


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    SPOUSAL
      CONSENT

     

    I
      acknowledge that I have had the opportunity to seek and obtain independent
      legal
      counsel in connection with this consent, that I have read the foregoing
      Stockholders Agreement ("Stockholders
      Agreement")
      of
      Wyndcrest DD Holdings, Inc. (the "Company"),
      that
      I understand its provisions, that I consent thereto and that I agree to be
      bound
      by its terms. I am aware that by the terms of the Stockholders Agreement
      transfer of the Stockholder Shares held by my spouse is restricted. I hereby
      consent to such restrictions, approve of the provisions of the Stockholders
      Agreement, and agree that if I pre-decease my spouse, the successors of my
      community property or other interest (if any) in such shares will hold such
      shares subject to the provisions of the Stockholders Agreement. I am also aware
      of, and hereby consent to, the rights granted to my spouse and the other parties
      to the Stockholders Agreement to purchase any Stockholder Shares that I may
      acquire by virtue of an Involuntary Transfer (as defined in the Stockholders
      Agreement), including without limitation any Stockholder Shares that may be
      awarded or distributed to me in any dissolution, divorce, legal separation
      or
      other similar proceeding.

     

    
      	
              Dated:  ___________  __,
                2006

            	
              ____________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              ____________________________________

            
	 	
              (Printed
                Name)

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

       

    

    EXHIBIT
      A

    


    CAPITALIZATION
      TABLE

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    REGISTRATION
      RIGHTS AGREEMENT

    


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

    


    "Agreement"
      means
      the Stockholders Agreement to which this Registration Rights Agreement is an
      Exhibit.

    


    "Company
      Registrable Securities"
      has the
      meaning set forth in Section 5(b).

    


    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

    


    "Falcon
      Registrable Securities"
      means
      the shares of Common Stock owned by Falcon and its Permitted Transferees until
      (x) a registration statement covering such shares of Common Stock has been
      declared effective by the SEC and such securities have been disposed of pursuant
      to such effective registration statement, (y) such securities have been sold
      under circumstances in which all of the applicable conditions of Rule 144 (or
      any similar provisions then in force) have been met, or such securities may
      be
      sold pursuant to Rule 144(k) or (z) such securities have been otherwise
      transferred, the Company has delivered a new certificate or other evidence
      of
      ownership for such securities not bearing the legend set forth in Section 8
      of
      the Agreement (or other legend of similar import) and such securities may be
      resold without subsequent registration under the Securities Act. For purposes
      of
      this Registration Rights Agreement, a Person will be deemed to be a holder
      of
      Falcon Registrable Securities whenever such Person has the right to acquire
      directly or indirectly such Falcon Registrable Securities (upon conversion
      or
      exercise in connection with a transfer of securities or otherwise, but
      disregarding any restrictions or limitations upon the exercise of such right),
      whether or not such acquisition has actually been effected.

    


    "Other
      Registrable Securities"
      means
      any shares of Common Stock issued or issuable to or otherwise acquired by (i)
      the Investors and (ii) by investors in the previously completed private
      placement of shares of the Common Stock conducted by GunnAllen Financial, Inc.
      as the Company’s placement agent (the “GA
      Investors”)
      until
      (x) a registration statement covering such shares of Common Stock has been
      declared effective by the SEC and such securities have been disposed of pursuant
      to such effective registration statement, (y) such securities have been sold
      under circumstances in which all of the applicable conditions of Rule 144 (or
      any similar provisions then in force) have been met, or such securities may
      be
      sold pursuant to Rule 144(k) or (z) such securities have been otherwise
      transferred, the Company has delivered a new certificate or other evidence
      of
      ownership for such securities not bearing the legend set forth in Section 8
      of
      the Agreement (or other legend of similar import) and such securities may be
      resold without subsequent registration under the Securities Act. For purposes
      of
      this Registration Rights Agreement, a Person will be deemed to be a holder
      of
      Other Registrable Securities whenever such Person has the right to acquire
      directly or indirectly such Other Registrable Securities (upon conversion or
      exercise in connection with a transfer of securities or otherwise, but
      disregarding any restrictions or limitations upon the exercise of such right),
      whether or not such acquisition has actually been effected, but in the case
      of
      Other Registrable Securities subject to vesting, only to the extent that such
      Person’s right to acquire such Other Registrable Securities has
      vested.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    "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,
      collectively, the Falcon Registrable Securities and the Other Registrable
      Securities.

    


    "Registration
      Expenses"
      means
      all expenses incident to the Company’s performance of or compliance with this
      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 Stockholders participating in
      the
      offering selected by the holders of a majority of the Registrable Securities
      offered, (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 under the Securities Act (or any similar rule then in
      force).

    


    "SEC"
      means
      the Securities and Exchange Commission.

    


    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

    


    "Stockholder"
      means
      each Person (other than the Company) who is a party to the Agreement, whether
      in
      connection with the execution and delivery thereof as of the date thereof or
      otherwise in accordance therewith, so long as such Person shall beneficially
      own
      any Registrable Securities or have the irrevocable right to acquire Registrable
      Securities.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Unless
      otherwise defined in this Registration Rights Agreement, all terms used in
      this
      Registration Rights Agreement shall have the meanings ascribed to them in the
      Agreement.

    


    2. Demand
      Registrations.

    


    (a) Request
      for Registration.
      Subject
      to Section 2(b) and 2(c) below, at any time and from time to time following
      the
      earlier of (i) the fourth (4th)
      anniversary of the date of this Agreement and (ii) the effective date of the
      first registration statement filed by the Company for the offering of its
      securities to the general public under the Securities Act, the holders of a
      majority of the Falcon Registrable Securities may request registration, whether
      underwritten or otherwise, under the Securities Act of all or part of their
      Registrable Securities on Form S-1 or any similar long-form registration
      ("Long-Form
      Registrations")
      or on
      Form S-3 or any similar short-form registration ("Short-Form
      Registrations"),
      if
      available. Each request for a Long-Form Registration or Short-Form Registration
      shall specify the approximate number of Registrable Securities requested to
      be
      registered and the anticipated per share price range for such offering. Within
      ten (10) days after receipt of any such request for a Long-Form Registration
      or
      Short-Form Registration, the Company will give written notice of such requested
      registration to all other holders of Registrable Securities and will include
      (subject to the provisions of this Registration Rights Agreement) in such
      registration, all Registrable Securities with respect to which the Company
      has
      received written requests for inclusion therein within twenty (20) days after
      the receipt of the Company's notice. The Company shall, once during the 12
      month
      period commencing on the date on which a request for registration is made under
      this Section 2(a), have the right to delay filing the registration statement
      with respect thereto for a period of not more than 120 days; provided
      the
      Company shall have furnished to holders of the Falcon Registrable Securities
      requesting such registration statement a certificate signed by the Chairman
      of
      the Board of the Company stating that in the good faith judgment of the Board
      it
      would be materially detrimental to the Company and its stockholders for such
      registration statement to be filed, become effective or to remain effective
      as
      long as such registration statement would otherwise be required to remain
      effective because such filing or effectiveness (x) would materially interfere
      with a significant acquisition, corporate reorganization or other similar
      transaction involving the Company, (y) would require premature disclosure of
      material information that the Company has a bona fide business purpose for
      preserving as confidential or (z) would render the Company unable to comply
      with
      requirements under the Securities Act or Exchange Act. All registrations
      requested pursuant to this Section 2(a) are referred to herein as "Demand
      Registrations".

    


    (b) Long-Form
      Registrations.
      The
      holders of a majority of the Falcon Registrable Securities will be entitled
      to
      request one (1) Long-Form Registration, in which the Company will pay all
      Registration Expenses. A registration will not count as the permitted Long-Form
      Registration until it has become effective and unless the holders of Falcon
      Registrable Securities are able to register and sell at least 90% of the Falcon
      Registrable Securities requested to be included in such
      registration.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    (c) Short-Form
      Registrations.
      In
      addition to the Long-Form Registration provided pursuant to Section 2(b), the
      holders of a majority of the Falcon Registrable Securities will be entitled
      to
      request up to a maximum of three (3) Short-Form Registrations, in which the
      Company will pay all Registration Expenses. Demand Registrations will be
      Short-Form Registrations whenever the Company is permitted to use any applicable
      short form. After the Company has become subject to the reporting requirements
      of the Exchange Act, the Company will use its commercially reasonable efforts
      to
      make Short-Form Registrations available for the sale of Registrable
      Securities.

    


    (d) Priority
      on Demand Registrations.
      The
      Company will not include in any Long-Form Registration or Short-Form
      Registration any securities (other than Company Registrable Securities) which
      are not Registrable Securities without the prior written consent of the holders
      of at least a majority of the Falcon Registrable Securities included in such
      registration. If a Long-Form Registration or a Short-Form Registration is an
      underwritten offering and the managing underwriters advise the Company in
      writing that in their good faith opinion the inclusion of any Other Registrable
      Securities in the offering would adversely affect the marketability of the
      offering, then such Other 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
      Registrable Securities (and, if permitted hereunder, other securities requested
      to be included in such offering) exceeds the number of Registrable Securities
      and other securities, if any, which can be sold therein without adversely
      affecting the marketability of the offering, the Company will include in such
      registration (i) first, the Falcon Registrable Securities requested to be
      included in such registration, (ii) second (x) if no Company Registrable
      Securities are requested to be included in such registration, the Other
      Registrable Securities requested to be included in such registration pro rata,
      if necessary, among the holders of Other Registrable Securities based on the
      number of shares of Other Registrable Securities owned by each such holder,
      and
      (y) if Company Registrable Securities are requested to be included in such
      registration, the number of Other Registrable Securities and Company Registrable
      Securities requested to be included in such registration pro rata, if necessary,
      among Company Registrable Securities and the holders of Other Registrable
      Securities based on the number of shares of Other Registrable Securities and
      Company Registrable Securities requested to be included therein, and
      (iii) third, any other securities of the Company requested to be included
      in such registration pro rata, if necessary, on the basis of the number of
      shares of such other securities owned by each holder thereof. Any Persons other
      than holders of Registrable Securities who participate in Demand Registrations
      must pay their share of the Registration Expenses incurred in connection
      therewith.

    


    (e) Selection
      of Underwriters.
      The
      Company shall have the exclusive right to select the underwriter(s) and
      manager(s) for any Demand Registration that is an underwritten offering;
      provided, that the Company shall use its commercially reasonable efforts to
      engage a qualified underwriter. The Company’s selection must be approved by the
      holders of a majority of the Falcon Registrable Securities included in any
      Demand Registration, such approval not to be unreasonably withheld, conditioned
      or delayed. The Company in exercising such right in good faith shall be under
      no
      obligation to select any Person that is not a broker-dealer with nationally
      recognized standing as a securities underwriter, and the holders of the Falcon
      Registrable Securities hereby expressly acknowledge that no such Person may
      be
      willing to act as an underwriter or manager for any such Demand Registration
      or,
      if willing, may not be willing to do so on reasonable and/or standard terms
      and
      conditions applicable to such underwritings generally.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    (f) Restrictions
      on Demand Registrations.
      The
      Company will not be obligated to effect any Demand Registration within six
      months after the effective date of a previous Demand Registration. 

    


    (g) Other
      Registration Rights.
      Except
      as provided in this Registration Rights Agreement and except as granted to
      the
      GA Investors in connection with their acquisition of the Other Registrable
      Securities owned by them, the Company will not grant to any Person rights to
      request the Company to register any equity securities of the Company, or any
      securities convertible or exchangeable into or exercisable for such securities,
      without the prior written consent of the holders of a majority of the Falcon
      Registrable Securities, unless such rights granted are not more favorable to
      the
      grantee than those granted to Falcon herein.

    


    3. Piggyback
      Registrations.

    


    (a) Right
      to Piggyback.
      Whenever the Company proposes to register any of its Common Stock under the
      Securities Act (other than pursuant to a Demand Registration, 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 (a "Piggyback
      Registration"),
      the
      Company will give prompt written notice to all holders of Registrable Securities
      of its intention to effect such a registration and will include in such
      registration all Registrable Securities with respect to which the Company has
      received written requests for inclusion therein within twenty (20) days after
      the receipt of the Company's notice; provided
      that (y)
      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 Registrable Securities included therein and
      (z)
      if, at any time after giving written notice of its intention to register any
      Common Stock pursuant to this Section 3(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. Notwithstanding
      the
      foregoing, in connection only with the initial registered public offering of
      the
      Company's securities, which offering is a primary offering, no Registrable
      Securities shall be included in such registration without the prior written
      consent of the holders of a majority of the Falcon Registrable
      Securities.

    


    (b) Piggyback
      Expenses.
      The
      Registration Expenses of the holders of Registrable Securities will be paid
      by
      the Company in all Piggyback Registrations.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (c) Priority
      on Underwritten Primary 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 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 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, the Registrable Securities requested to be
      included in such registration pro rata among the holders of such Registrable
      Securities on the basis of the number of shares of Registrable Securities owned
      by each such holder, and (iii) third, at the Company’s discretion, other
      securities, if any, requested to be included in such registration.

    


    (d) Priority
      on Underwritten Secondary Registrations.
      If a
      Piggyback Registration is an underwritten secondary registration on behalf
      of
      holders of the Company's securities (pursuant to registration rights the grant
      of which was consented to by Falcon if required by Section 2(g) hereof), 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, the Registrable
      Securities requested to be included in such registration pro rata among the
      holders of such Registrable Securities on the basis of the number of shares
      of
      Registrable Securities owned by each such holder, and (iii) third, at the
      Company’s discretion, other securities requested to be included in such
      registration not covered by clause (i) above.

    


    (e) Other
      Registrations.
      If the
      Company has previously filed a registration statement with respect to
      Registrable Securities pursuant to this Section 3, and if such previous
      registration has not been withdrawn or abandoned, the Company will not file
      or
      cause to be effected any other registration of any of its equity securities
      or
      securities convertible or exchangeable into or exercisable for its equity
      securities under the Securities Act (except on Forms S-4 or S-8 or any successor
      forms), whether on its own behalf or at the request of any holder or holders
      of
      such securities, until a period of at least six months has elapsed from the
      effective date of such previous registration.

    


    4. Holdback
      Agreements.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (a) 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 into or exchangeable or exercisable
      for
      such securities, during the ten days prior to and during the 180-day period
      (in
      the case of the Company’s initial public offering) or the 90-day period (in the
      case of any other underwritten public offering by the Company) beginning on
      the
      effective date of any Demand Registration or Piggyback Registration that is
      an
      underwritten offering in which Registrable Securities are included (except
      as
      part of such underwritten registration); provided
      that
      each executive officer, director and Stockholder whose securities are included
      therein and each other holder of at least 5% (on a fully diluted basis) of
      Common Stock, or any securities convertible or exercisable into or exchangeable
      for Common Stock, agree to similar restrictions. If the underwriters managing
      the registered public offering waive any such restriction for the benefit of
      any
      Stockholder, they will also grant an equivalent waiver to each other
      Stockholder, whether or not participating in such offering. 

    


    (b) The
      Company agrees (i) not to effect any public sale or distribution of its equity
      securities, or any securities convertible into or exchangeable or exercisable
      for such securities, during the ten days prior to and during the 180-day period
      beginning on the effective date of any underwritten Demand Registration or
      Piggyback Registration (except as part of such underwritten registration or
      pursuant to registrations on Form S-4 or S-8 or any successor forms), unless
      the
      underwriters managing the registered public offering otherwise agree, and (ii)
      to cause each executive officer, director and holder of Registrable Securities
      included therein and each other holder of at least 5% (on a fully diluted basis)
      of Common Stock, or any securities convertible or exercisable into or
      exchangeable for Common Stock, purchased from the Company at any time after
      the
      date of the Agreement (other than in a registered public offering) to agree
      not
      to effect any public sale or distribution (including sales pursuant to Rule
      144)
      of any such securities during such period (except as part of such underwritten
      registration, if otherwise permitted), unless the underwriters managing the
      registered public offering otherwise agree.

    


    5. Registration
      Procedures.
      Whenever the holders of Registrable Securities have requested that any
      Registrable Securities be registered pursuant to Section 2 or 3 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 as expeditiously as possible:

    


    (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 covered by such registration
      statement and, in the case of a Demand Registration, counsel selected by the
      holders of a majority of the Falcon Registrable Securities included therein,
      copies of all such documents proposed to be filed);


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (b) if
      requested by the holders of a majority of the Falcon Registrable Securities
      in
      connection with the first Demand Registration requested hereunder, use its
      reasonable best efforts to cause to be included in such registration statement
      newly issued shares of the Company's Common Stock having an aggregate value
      (based on the midpoint of the proposed offering price range specified in the
      registration statement used to offer such securities) of up to $25 million
      ("Company
      Registrable Securities"),
      to be
      offered in a primary offering of the Company's securities contemporaneously
      with
      such offering of Registrable Securities;

    


    (c) 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 six
      months 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;

    


    (d) furnish
      to each seller of Registrable Securities 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 seller may reasonably request in order to
      facilitate the disposition of the Registrable Securities owned by such
      seller;

    


    (e) use
      its
      reasonable best efforts to register or qualify such Registrable Securities
      under
      such other securities or blue sky laws of such jurisdictions as any seller
      reasonably requests and do any and all other acts and things which may be
      reasonably necessary or advisable to enable such seller to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by such
      seller (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);

    


    (f) notify
      each seller 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 seller, the Company
      will 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;


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (g) cause
      all
      such Registrable Securities to be listed on each securities exchange on which
      similar securities issued by the Company are then listed and, if not so listed,
      to be listed, to the extent eligible therefor, on the Nasdaq National Market
      System ("Nasdaq
      Market")
      and,
      if listed on the Nasdaq Market, use its reasonable best efforts to secure
      designation of all such Registrable Securities covered by such registration
      statement, to the extent eligible therefor, as a Nasdaq "National Market System
      Security" within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing
      that, to secure Nasdaq Market authorization for such Registrable Securities,
      to
      the extent eligible therefor, and, without limiting the generality of the
      foregoing, to arrange for at least two market makers to register as such with
      respect to such Registrable Securities with the National Association of
      Securities Dealers, Inc.;

    


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

    


    (i) 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 being sold or the
      underwriters, if any, reasonably request in order to expedite or facilitate
      the
      disposition of such Registrable Securities (including, without limitation,
      effecting a stock split or a combination of shares);

    


    (j) make
      available for inspection by any seller of Registrable Securities, any
      underwriter participating in any disposition pursuant to such registration
      statement and any attorney, accountant or other agent retained by any such
      seller 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 seller, underwriter, attorney, accountant
      or
      agent in connection with such registration statement;

    


    (k) 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;

    


    (l) permit
      any holder of Registrable Securities which holder, in its sole and exclusive
      judgment, might 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;

    


    (m) 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 common stock included
      in such registration statement for sale in any jurisdiction, the Company will
      use its reasonable best efforts promptly to obtain the withdrawal of such
      order;


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


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

    


    (o) 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 being sold reasonably request.

    


    If
      any
      such registration statement refers to any holder by name or otherwise as the
      holder of any securities of the Company and if, in its sole and exclusive
      judgment, such holder is or might be deemed to be a controlling person of the
      Company, such holder shall have the right to require (i) the insertion therein
      of language, in form and substance 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.

     

    6. Registration
      Expenses.
      Except
      as otherwise expressly set forth herein, all Registration Expenses incident
      to
      the Company’s performance or compliance with this Registration Rights Agreement
      shall be borne by the Company.

    


    7. Indemnification.

    


    (a) The
      Company agrees to indemnify, to the extent permitted by law, each holder of
      Registrable Securities, its officers and directors, and each Person who controls
      such holder (within the meaning of the Securities Act) against all losses,
      claims, damages, liabilities and expenses arising out of or based upon 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 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, and shall reimburse
      such
      holder, director, officer or controlling person for any legal or other expenses
      reasonably incurred by such holder, director, officer 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 supplements 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.


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    (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 prospectus and, to
      the
      extent permitted by law, will indemnify the Company, its directors and officers
      and each Person who controls the Company (within the meaning of the Securities
      Act) against any losses, claims, damages, liabilities and expenses resulting
      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
      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.

    


    (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 and will
      survive the transfer of securities. The Company also agrees to make such
      provisions, as are reasonably requested by any indemnified party, for
      contribution to such party in the event the Company's indemnification is
      unavailable for any reason.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    8. Participation
      in Underwritten Registrations.
      No
      Person may participate in any 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 Person or Persons
      entitled hereunder to approve such arrangements 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.

    


    9. 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, 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, 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); a copy of the most recent annual or quarterly
      report of the Company filed with the SEC; and 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. 

    


    10. No
      Third Party Beneficiaries.
      No
      Person, other than signatories to the Agreement and the Permitted Transferees
      thereof, shall have any rights under this Registration Rights
      Agreement.

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


     

     

     

    EXHIBIT
      C

    


    JOINDER
      TO 

    STOCKHOLDERS
      AGREEMENT

    


    THIS
      JOINDER to the Stockholders Agreement, dated as of July [__],_2006
      by
      and among Wyndcrest DD Holdings, Inc., a Delaware corporation (the "Company"),
      and
      certain stockholders of the Company (the "Agreement"),
      is
      made and entered into as of _____________ (the “Joinder
      Date”)
      by and
      between the Company and ______________ ("Holder").
      Capitalized terms used but not otherwise defined herein shall have the
      respective meanings set forth in the Agreement.

    


    WHEREAS,
      Holder has acquired certain shares of Common Stock, and the Agreement requires
      Holder, as a holder of Common Stock, to become a party to the Agreement, and
      Holder agrees to do so in accordance with the terms hereof.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties to this Joinder hereby agree as follows:

    


    1. Agreement
      to be Bound.
      Holder
      hereby agrees that upon execution of this Joinder, he, she or it shall become
      a
      party to the Agreement and shall be fully bound by, and subject to, all of
      the
      covenants, terms and conditions of the Agreement as though an original party
      thereto and shall be deemed a Stockholder for all purposes thereof. In addition,
      Holder hereby agrees that all Common Stock held by Holder, whether on or after
      the date hereof (“Holder
      Common Stock”),
      shall
      be deemed Stockholder Shares for all purposes of the Agreement.

    


    2. Successors
      and Assigns.
      Except
      as otherwise provided herein or in the Agreement, this Joinder shall bind and
      inure to the benefit of and be enforceable by the Company and its successors
      and
      assigns and Holder and any subsequent holders of Holder Common Stock and the
      respective successors and assigns of each of them, so long as they hold any
      shares of Holder Common Stock.

    


    3. Counterparts.
      This
      Joinder may be executed in separate counterparts (including by means of
      telecopied signature pages) all of which taken together shall constitute one
      and
      the same agreement.

    


    4. Notices.
      For
      purposes of Section 19 of the Agreement, all notices, demands or other
      communications to the Holder shall be directed to:

    


    [Name]

    [Address]

    [Facsimile
      Number]

    [Email
      address]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Governing
      Law.
      This
      Joinder shall be governed by and construed in accordance with the internal
      laws
      of the State of New York, without giving effect to principles of conflicts
      of
      laws or choice of law of the State of New York or any other jurisdiction which
      would result in the application of the law of any jurisdiction other than the
      State of New York.

    


    6. Descriptive
      Headings.
      The
      descriptive headings of this Joinder are inserted for convenience of reference
      only and do not constitute a part of this Joinder.

    


    *
      * * *
      *

    


    


    (signature
      page follows)


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Joinder as of the Joinder
      Date.

    


    


    WYNDCREST
      DD HOLDINGS, INC.

    


    


    By: 
      _________________________________
Name:
Title:

    


    


    


    


    [HOLDER]

    


    


    By: 
      _________________________________

    


    



    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    SPOUSAL
      CONSENT

     

    


     

    I
      acknowledge that I have had the opportunity to seek and obtain independent
      legal
      counsel in connection with this consent, that I have read the Agreement and
      foregoing Joinder Agreement, that I understand the provisions hereof and
      thereof, that I consent hereto and thereto and that I agree to be bound by
      the
      terms hereof and thereof. I am aware that by the terms of the Agreement transfer
      by my spouse of his or her Stockholder Shares is restricted. I hereby consent
      to
      such restrictions, approve of the provisions of the Agreement and the Joinder
      Agreement, and agree that if I pre-decease my spouse, the successors of my
      community property or other interest (if any) in such Stockholder Shares will
      hold such Stockholder Shares subject to the provisions of the Agreement. I
      am
      also aware of, and hereby consent to, the rights granted to my spouse and the
      other parties to the Agreement to purchase any Stockholder Shares that I may
      acquire by virtue of an Involuntary Transfer, including without limitation
      any
      shares that may be awarded or distributed to me in any dissolution, divorce,
      legal separation or other similar proceeding.

     

    
      	
              Dated:  ___________  __,
                200[_]

            	
              ____________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              ____________________________________

            


    

    



    
      
        
        

      

      
        42