UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § §240.1 3d-1 (e), 240.1 3d-1 (f) or 240.1 3d-1 (g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 3 (the “Amendment”) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by PBC GP III, LLC (“PBC GP III”), PBC Digital Holdings, LLC (“PBC Digital Holdings”), PBC MGPEF DDH, LLC (“PBC MGPEF DDH”), PBC Digital Holdings II, LLC (“PBC Digital Holdings II”) and PBC DDH Warrants, LLC (“PBC DDH Warrants”) (collectively, the “Prior Filers”) with the Commission on February 15, 2012, as amended by Amendment No. 1 to such statement filed with the Commission on June 13, 2012, and as amended by Amendment No. 2 to such statement filed with the Commission on August 21, 2012 (as further amended by this Amendment, the “Schedule 13D”).

Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended to add the following information for updating:

This Amendment is being jointly filed by each of the Prior Filers and PBC JT, LLC (“PBC JT”) (each, a “Reporting Person” and collectively, the “Reporting Persons”)¹ pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Exchange Act. PBC GP III may be deemed to control PBC JT by virtue of being its only manager.

The principal business address of PBC JT is 505 South Flagler Dr., Suite 1400, West Palm Beach, FL 33401.

PBC JT is principally engaged in making investments. PBC GP III is the manager of PBC JT.

During the past five years, PBC JT has not been, and, to the knowledge of the Reporting Persons, none of the executive officers or directors of PBC JT (if applicable) have been, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Schedule 13D is hereby amended to add the following information for updating:

No funds were used by PBC JT to acquire beneficial ownership of the shares of Common Stock reported herein by PBC JT. PBC JT acquired beneficial ownership of such shares in its capacity as administrative agent under the Security Agreement (as defined below) as described in Item 4 below.

Item 4 of the Schedule 13D is hereby amended to add the following information for updating:

On November 22, 2011, PBC Digital Holdings II, together with various other lenders, made bona fide loans to John Textor, who was an executive officer of the Issuer at such time, in the amount of $10,000,003, plus an additional $86,298.50 to cover transaction expenses, for an aggregate amount of $10,086,301.50. Various entities controlled by Mr. Textor and his wife guaranteed such loans. Such loans were secured by various property of Mr. Textor and his wife, including 8,461,617 shares of Common Stock, and, in connection therewith, Mr. Textor and his wife entered into a Pledge and Security Agreement, dated November 22, 2011 (the “Security Agreement”), with PBC JT, as administrative agent for PBC Digital Holdings II and such other lenders. PBC JT is controlled by PBC GP III.

Pursuant to the Security Agreement, (i) all of such 8,461,617 shares of Common Stock were required to be delivered to PBC JT, as administrative agent, for the ratable benefit of the Lenders (as defined in the Security Agreement), (ii) PBC JT, for the ratable benefit of the Lenders, has the right to receive and to retain as Collateral (as defined in the Security Agreement) all dividends, interest and other payments and distributions made upon or with respect to the Collateral, (iii) if a Default (as defined in the Security Agreement) shall have occurred and be continuing, PBC JT, for the ratable benefit of the Lenders, has the right to the extent permitted by law (and Mr. Textor and his wife are required to take all such action as may be necessary or appropriate to give effect to such right) to vote and to give consents, ratifications and waivers, and take any other action with respect to the Collateral (which included such shares of Common Stock) with the same force and effect as if PBC JT (on behalf of the Lenders) were the absolute and sole owner thereof and (iv) if a Default shall have occurred and be continuing, PBC JT, for the ratable benefit of the Lenders, has the right to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and effectually as if PBC JT were the absolute owner thereof.

On March 30, 2012, Mr. Textor made an aggregate re-payment of $1,590,000 under such loans, which amount was applied to interest and principal, leaving a principal balance of $9,020,832.40 as of March 31, 2012.

On April 13, 2012, Mr. Textor and his wife entered into an Account Control Agreement with UBS Financial Services, Inc. (“UBS”) and PBC JT, pursuant to which such 8,461,617 shares of Common Stock were deposited with UBS (the account in which such shares of Common Stock were deposited is referred to herein as the “Controlled Account”).

Between May and August 2012, PBC Digital Holdings II loaned, in separate transactions, an additional $3,475,000 in the aggregate to Mr. Textor. On May 10, 2012, Mr. Textor made an additional re-payment of $2,500,000 under such loans. As of August 31, 2012, $10,252,665.83 in the aggregate was outstanding under all such loans (inclusive of accrued and unpaid interest). All of such additional loans were bona fide loans.

On July 14, 2012, PBC JT authorized the release of 800,000 shares of Common Stock from the Controlled Account, and on August 2, 2012 PBC JT authorized the release of an additional 425,000 shares of Common Stock from the Controlled Account, leaving a total of 7,236,617 shares of Common Stock in the Controlled Account.

On August 31, 2012, a Default occurred under such loans and PBC JT, as administrative agent, obtained the right to vote and dispose of such 7,236,617 shares of Common Stock for the ratable benefit of the Lenders. PBC JT and the other Reporting Persons who are Lenders intend to continue evaluating all rights and remedies with respect to such Default and to continue to engage in settlement discussions with Mr. Textor with respect to such Default.

On September 7, 2012, PBC Digital Holdings II, together with various of the other Reporting Persons, submitted a term sheet to the Issuer relating to the proposed acquisition of certain assets of the Issuer’s business by PBC Digital Holdings II or one of its designees. Such term sheet was unsigned and non-binding and was submitted to the Issuer for discussion purposes. PBC Digital Holdings II, together with the various other Reporting Persons who submitted such term sheet, withdrew such term sheet on September 8, 2012.

In addition to the foregoing, on September 10, 2012, John M. Nichols resigned his position as a member of the Board of Directors of the Issuer. Mr. Nichols was appointed to the Board of Directors by PBC Digital Holdings and PBC MGPEF DDH on behalf of all of the PBC Companies and was the designee of each of them. Neither PBC Digital Holdings nor PBC MGPEF DDH has a current intention to appoint any person to the Board of Directors of the Issuer.

The foregoing description is qualified in its entirety by reference to the Security Agreement, a copy of which is attached hereto as Exhibit A and is hereby incorporated herein by reference.

Each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including, without limitation, the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the price and availability of shares of the Issuer’s capital stock, the conditions of the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems appropriate.

In addition, the Reporting Persons may engage in discussions with management and members of the Board of Directors of the Issuer regarding the Issuer, including, but not limited to, the Issuer’s business and financial condition, results of operations and prospects. The Reporting Persons may take positions with respect to and seek to influence the Issuer regarding the matters discussed above. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein. The Reporting Persons also reserve the right, in each case subject to applicable law, to (i) cause any

of the Reporting Persons to distribute (or pay a dividend in kind to their respective partners, members, or stockholders, as the case may be) shares of Common Stock or other securities owned by such Reporting Persons, (ii) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the shares of Common Stock or other securities and (iii) consider participating in a business combination transaction that would result in an acquisition of all of the Issuer’s outstanding Common Stock.

Except as set forth in the Schedule 13D, none of the Reporting Persons has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s board of directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

Item 5 of the Schedule 13D is hereby amended to add the following information for updating:

The information set forth in Item 4 is hereby incorporated herein by reference.

(a) The percentages used herein are calculated based upon 43,563,481 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q, as filed with the Commission on August 14, 2012.

(i) PBC Digital Holdings may be deemed to beneficially own 7,992,101 shares of Common Stock, representing beneficial ownership of approximately 18.3% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act.

(ii) PBC MGPEF DDH may be deemed to beneficially own 4,707,340 shares of Common Stock, representing beneficial ownership of approximately 10.8% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act.

(iii) PBC Digital Holdings II may be deemed to beneficially own 3,036,488 shares of Common Stock, representing beneficial ownership of approximately 7.0% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act. The foregoing excludes (I) 833,334 shares of Common Stock issuable upon conversion of the Additional Note issued to PBC Digital Holdings II because the Additional Note contains a

blocker provision under which the holder thereof does not have the right to convert the Additional Note to the extent (but only to the extent) that after giving effect to such conversion the holder thereof (together with the holder’s affiliates) would beneficially own in excess of 4.99% of the Common Stock and (II) 250,000 shares of Common Stock issuable upon exercise of the Additional Warrant issued to PBC Digital Holdings II because the Additional Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Additional Warrant to the extent (but only to the extent) that the holder thereof or any of the holder’s affiliates would beneficially own in excess of 4.99% of the Common Stock. Without such blocker provisions, PBC Digital Holdings II may be deemed to have beneficial ownership of 4,119,822 shares of Common Stock, representing in the aggregate beneficial ownership of approximately 9.2% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act.

(iv) PBC DDH Warrants may be deemed to beneficially own 666,554 shares of Common Stock, representing beneficial ownership of approximately 1.5% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act.

(v) PBC GP III may be deemed to beneficially owned 23,639,100 shares of Common Stock in the aggregate, consisting of (i) 7,992,101 shares of Common Stock held by PBC Digital Holdings, (ii) 4,707,340 shares of Common Stock held by PBC MGPEF DDH, (iii) 3,036,488 shares of Common Stock held by PBC Digital Holdings II, (iv) 666,554 shares of Common Stock held by PBC DDH Warrants and (v) 7,236,617 shares of Common Stock that were pledged by Mr. Textor and his wife pursuant to the Security Agreement, representing in the aggregate beneficial ownership of approximately 54.3% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act. The foregoing excludes (I) 833,334 shares of Common Stock issuable upon conversion of the Additional Note issued to PBC Digital Holdings II because the Additional Note contains a blocker provision under which the holder thereof does not have the right to convert the Additional Note to the extent (but only to the extent) that after giving effect to such conversion the holder thereof (together with the holder’s affiliates) would beneficially own in excess of 4.99% of the Common Stock and (II) 250,000 shares of Common Stock issuable upon exercise of the Additional Warrant issued to PBC Digital Holdings II because the Additional Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Additional Warrant to the extent (but only to the extent) that the holder thereof or any of the holder’s affiliates would beneficially own in excess of 4.99% of the Common Stock. Without such blocker provisions, PBC GP III may be deemed to have beneficial ownership of 24,722,434 shares of Common Stock, representing in the aggregate beneficial ownership of approximately 55.4% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act.

(vi) PBC JT may be deemed to beneficially own 7,236,617 shares of Common Stock, representing beneficial ownership of approximately 16.6% of the Common Stock, as determined pursuant to Rule 13d-3 promulgated under the Exchange Act.

(b) Each Reporting Person has sole or shared power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

(c) No transactions in the Common Stock were effected by the Reporting Persons since the filing of Amendment No. 2.

(d) Except as stated in Items 4 and 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported by this Amendment.

Item 6 of the Schedule 13D is hereby amended to add the following information for updating:

The information set forth in Items 2, 4 and 5 of this Schedule 13D is hereby incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 11^th day of October 2012, by and among PBC GP III, LLC, PBC Digital Holdings, LLC, PBC MGPEF DDH, LLC, PBC Digital Holdings II, LLC, PBC DDH Warrants, LLC and PBC JT, LLC. The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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

EXHIBIT A

SECURITY AND PLEDGE AGREEMENT

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of November 22, 2011, is made by John C. Textor and Deborah W. Textor, both individual residents of the State of Florida (collectively, the “Pledgor”) to PBC JT, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”) for the Lenders (as defined below).

WITNESSETH:

A. Each of PBC Digital Holdings II, LLC, a Delaware limited liability company (“PBC”), the Thomas J. Morrison Article IX A dated 12/10/2002, the Thomas J. Morrison Trust dated 1/11/76, Carlos C. Morrison and Glenmore Enterprises, Inc. (“Morrison” and, together with PBC, the “Lenders”) made loans (the “Loans”) to John C. Textor (the “Borrower”), in the aggregate principal amount of Ten Million Dollars ($10,000,000.00) plus an additional amount equal to closing costs of the Loans, which will include legal fees, expenses, documentary stamp taxes, filing and recording fees and other costs necessary to complete the Loans (the “Closing Costs”) and sufficient to make the amount of net proceeds distributable to the Borrower to equal Ten Million Dollars ($10,000,000) (as increased to pay the Closing Costs, the “Loan Amount”), pursuant to that certain Loan Agreement by and among the Borrower, PBC, Morrison and the Administrative Agent, dated as of the date hereof (the “Loan Agreement”).

B. Terms used herein and not defined shall have the meaning set forth in the Loan Agreement.

C. In order to evidence the Loans made pursuant to the Loan Agreement, the Borrower shall execute and deliver to PBC and Morrison certain promissory notes of even date herewith in the aggregate principal amount of the Loan Amount (collectively, the “Notes”).

D. The Pledgor will derive a significant, valuable and material benefit from the Borrower entering into the Loan Agreement and the Loan Documents.

E. In order to induce the Lenders to enter into the Loan Agreement, and as a condition precedent to the Lenders’ execution and delivery of the Loan Agreement, the Pledgor is entering into this Agreement to provide collateral security for the Pledgor’s obligations under the Loan Agreement and the Notes.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged and agreed by each of the parties hereto, the parties hereto hereby agree as follows:

Section 1. Pledge.

To secure the due and punctual payment and performance of the Liabilities (hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the

Administrative Agent, for the ratable benefit of the Lenders, an unconditional and continuing security interest in, the following:

(a) the shares of stock listed in the Annex hereto (herein collectively called the “Pledged Securities”) and the certificates representing or evidencing the Pledged Securities, and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities;

(b) all other property hereafter delivered to the Administrative Agent in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and

(c) all proceeds of all of the foregoing including all such Pledged Securities, additional shares, certificates, instruments, cash, securities, interest, dividends, rights and other property are, collectively, called the “Collateral”);

TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, privileges and preferences appertaining or incidental thereto, unto the Administrative Agent, for the ratable benefit of the Lenders, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

The term “Liabilities,” as used herein, shall mean (a) all obligations and liabilities of the Borrower to the Lenders, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contracts causes of action, costs, expenses or otherwise, or now or hereafter existing, or due or to become due, under and in connection with (i) the Notes, (ii) any promissory note taken in extension, renewal, exchange or substitution of or for the Notes, (iii) the Loan Agreement, and (iv) any other document or instrument which secures repayment of the Notes and (b) all obligations and liabilities of the Pledgor now or hereafter arising under and in connection with (i) this Agreement, (ii) the Unconditional Guaranty of Repayment dated of even date herewith executed by Maison de Banian, LLC, a Florida limited liability company in favor of the Lenders and (iii) the Unconditional Guaranty of Repayment dated of even date herewith executed by Deborath W. Textor in favor of the Lenders. The Pledgor waives notice of the existence or creation of all or any of the Liabilities.

Section 2. Representations, Warranties and Covenants.

The Pledgor represents, warrants and covenants as follows:

(a) The Pledgor owns the Pledged Securities free and clear of any liens, encumbrance, charge or security interest of any nature whatsoever, other than the security interest granted hereunder.

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(b) All of the Pledged Securities are duly authorized and validly issued, fully paid, non-assessable and subject to no options to purchase or similar rights of any person or entity. The Pledgor is not and will not become a party to or otherwise bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Pledged Securities with respect thereto.

(c) This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a valid, enforceable and binding obligation of the Pledgor. The execution, delivery, performance and enforcement of this Agreement does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of Digital Domain Media Group, Inc. (“DDMG”), or of any agreement between the shareholders of DDMG, or any other agreement, or any judgment, injunction, order, decree or other instrument binding upon the Pledgor or result in the creation or imposition of any lien (other than the security interests granted herein) upon any asset of the Pledgor.

(d) All Pledged Securities consisting of certificated securities will be delivered to the Administrative Agent within thirty (30) days from the date hereof.

(e) All filings and other actions necessary to perfect the security interest in the Collateral of the Pledgor created under this Agreement have been duly made or taken and are in full force and effect, and this Agreement creates in favor of the Administrative Agent for the ratable benefit of the Lenders a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral of the Pledgor, securing the payment of the Liabilities.

(f) The Pledgor is not the subject of any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar proceeding affecting creditors’ rights and remedies generally.

(g) The Pledgor’s legal name is as set forth in the Preamble of this Agreement and its address is 2959 SE St Lucie Blvd, Stuart FL 34997; the Pledgor will provide the Administrative Agent thirty (30) days’ prior written notice of any change in its legal name or its address.

(h) The Pledgor will not transfer, convey, sell, encumber, pledge, hypothecate or otherwise dispose of any of its interest in the Collateral or any of its interest in the Borrower.

(i) The Pledgor will pay, when due, all taxes and other governmental charges levied or assessed upon or against the Collateral and the Pledged Securities.

(j) Each Pledgor is an individual resident of the State of Florida and is competent to execute and deliver the Loan Documents to which he or she is a party. Pledgors have all requisite power and authority to enter into and perform their respective obligations under the Loan Documents to which they are a party. Pledgors jointly own the Textor Stock, free and clear of any Liens except for Liens in favor of the Administrative Agent for the ratable benefit of the Lenders. .

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Section 3. Delivery of Pledged Securities.

All Pledged Securities that will be delivered by the Pledgor to the Administrative Agent, for the ratable benefit of the Lenders, pursuant hereto shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent.

Section 4. Filing; Further Assurances.

The Pledgor will, at its reasonable expense and in such manner and form as the Administrative Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may reasonably be necessary or desirable, or that the Administrative Agent may reasonably request, in order to create, preserve, perfect or validate any security interest, or to enable the Administrative Agent to exercise and enforce its rights, hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Pledgor hereby authorizes the Administrative Agent to file, in the name of the Pledgor or otherwise, Uniform Commercial Code financing statements which the Administrative Agent in its sole discretion may deem necessary or appropriate to further perfect the security interest granted herein.

Section 5. Record Ownership of the Account; Notice of Exclusive Control.

The Administrative Agent, for the ratable benefit of the Lenders, may at any time or from time to time, if in its sole discretion exercised in good faith it shall conclude that a Default (as that term is defined in Section 10 hereof) shall have occurred and be continuing, cause any or all of the Pledged Securities to be transferred of record into the name of the Administrative Agent or its nominee. The Pledgor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to the Pledged Securities.

Section 6. Right to Receive Distributions on Collateral.

The Administrative Agent, for the ratable benefit of the Lenders, shall have the right to receive and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral, and the Pledgor shall take all such action as the Administrative Agent may deem reasonably necessary or appropriate to give effect to such right. All such dividends, interest and other payments and distributions (except as aforesaid) which are received by the Pledgor shall be received in trust for the benefit of the Administrative Agent, for the ratable benefit of the Lenders, and, if the Administrative Agent so directs, shall be segregated from other funds of the Pledgor and shall, forthwith upon demand by the Administrative Agent, be held in trust by the Administrative Agent, for the ratable benefit of the Lenders, in the same form as received (with any necessary endorsement).

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Section 7. Right to Vote Pledged Securities.

Unless a Default shall have occurred and be continuing, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities, and the Administrative Agent shall, upon receiving a written request from the Pledgor stating that no Default has occurred and is continuing, deliver to the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of the Pledged Securities.

If a Default shall have occurred and be continuing, the Administrative Agent, for the ratable benefit of the Lenders, shall have the right to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to the Collateral with the same force and effect as if the Administrative Agent (on behalf of the Lenders) were the absolute and sole owner thereof.

Section 8. General Authority.

The Pledgor hereby irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, for the use and benefit of the Administrative Agent (on behalf of the Lenders), but at the Pledgor’s sole cost and expense, to the extent permitted by law to exercise, at any time and from time to time while a Default has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral:

(a) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

(b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, and

(c) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof;

provided that the Administrative Agent shall give the Pledgor not less than ten (10) days’ prior written notice of the time and place of a sale or other intended disposition of any of the Collateral.

Section 9. Administrative Agent May Perform; Administrative Agent Duties.

(a) If the Pledgor fails to perform any agreement contained herein, the Administrative Agent may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Pledgor.

(b) The powers conferred on the Administrative Agent hereunder are solely to protect the Lenders’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary

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steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

Section 10. Default.

(a) The occurrence of an Event of Default, as that term is defined in the Loan Agreement, and the expiration of the grace period, if any, applicable to such Event of Default specifically provided for in the Loan Agreement shall constitute a “Default” hereunder.

(b) Upon the occurrence of a Default, (i) the Administrative Agent, for the ratable benefit of the Lenders, may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction or otherwise available to it, including, but not limited to, sale, assignment, or other disposal of the Collateral in exchange for cash or credit, and (ii) the Administrative Agent, for the ratable benefit of the Lenders, may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Liabilities, and in such order of application, as the Administrative Agent may from time to time elect, any balances, credits, deposits, accounts or moneys of the Pledgor in its control. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least five (5) days before such disposition, postage prepaid, either at the addressed to the Pledgor at the address of the Pledgor shown below, or at any other address of the Pledgor appearing on the records of the Administrative Agent. Any proceeds of any disposition of Collateral shall be applied as provided in Section 11 hereof. All rights and remedies of the Administrative Agent, for the ratable benefit of the Lenders, expressed hereunder are in addition to all other rights and remedies possessed by it, including those under any other agreement or instrument relating to any of the Liabilities or security therefor. No delay on the part of the Administrative Agent in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of the Administrative Agent permitted hereunder shall impair or affect the rights of the Administrative Agent in and to the Collateral.

(c) The Pledgor agrees that in any sale of any of the Collateral whenever a Default hereunder shall have occurred and be continuing, the Administrative Agent, for the ratable benefit of the Lenders, is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and the

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Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to the Pledgor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Section 11. Application of Proceeds.

Upon the disposition of the Collateral by the Administrative Agent after the occurrence of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent in the following order of priorities:

first, to payment of the reasonable expenses of such sale or other realization, including reasonable compensation to the Administrative Agent and the Lenders and their respective agents and counsel, and all expenses, liabilities and advances incurred or made by the Administrative Agent and the Lenders in connection therewith, and any other unreimbursed expenses for which the Administrative Agent and the Lenders are to be reimbursed pursuant to Section 11 hereof;

second, to payment in full of the Liabilities; and

finally, to payment to the Pledgor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

Section 12. Expenses.

The Pledgor will forthwith upon demand pay to the Administrative Agent and the Lenders:

(a) the amount of any taxes which the Administrative Agent and the Lenders may have been required to pay by reason of the security interest granted herein (including any applicable transfer taxes) or to free any of the Collateral from any lien thereon, and

(b) the reasonable amount of any and all out-of-pocket expenses, including the reasonable fees and disbursements of counsel, which the Administrative Agent and the Lenders may incur in connection with (w) the administration of this Agreement, (x) the collection, sale or other disposition of any of the Collateral, (y) the exercise by the Administrative Agent and the Lenders of any of the rights conferred upon it hereunder or (z) any default on the part of the Pledgor hereunder.

Section 13. Termination; Release of Collateral.

Upon the repayment in full of all Liabilities and all obligations of the Pledgor hereunder, this Agreement shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrative Agent will, at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination or the release of such Collateral.

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Section 14. Notices.

All notices hereunder shall be given and deemed received in the manner set forth in the Loan Agreement and at the address as designated herein.

Section 15. Administrative Agent.

The Pledgor agrees with the Administrative Agent as follows:

(a) The Administrative Agent is authorized to take all such action as is provided to be taken by it hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein, the Administrative Agent shall act or refrain from acting in accordance with its discretion.

(b) Neither the Administrative Agent, the Lenders nor their respective directors, officers, attorneys, agents or employees shall be liable for any action taken or omitted to be taken by it, or by them on its behalf, under this Agreement or in respect of any of the Collateral or otherwise in connection with any of the foregoing, except for its or their own negligence, recklessness or willful misconduct.

(c) In connection with its duties under this Agreement, the Administrative Agent and the Lenders shall be entitled to rely on any paper or document believed by it to be genuine and correct and, in respect of legal matters, upon the opinion of reputable legal counsel selected by it; and any action taken or omitted in good faith by the Administrative Agent or the Lenders in accordance with the opinion of such counsel shall be full justification and protection to it.

(d) Neither the Administrative Agent nor the Lender shall be responsible for the genuineness, validity, or effectiveness of any of the Collateral nor shall it be liable because of any invalidity of the security provisions hereof, whether arising from law or by reason of any action or omission to act on its part, nor shall the Administrative Agent or the Lenders be bound to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Pledgor.

(e) The Administrative Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected in good faith.

Section 16. Waivers, Non-Exclusive Remedies.

No failure on the part of the Administrative Agent or the Lenders to exercise, and no delay in exercising and no course of dealing with respect to, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by the Administrative Agent or the Lenders of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The rights in this Agreement are cumulative and are not exclusive of any other remedies provided by law.

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Section 17. Successors and Assigns.

This Agreement is for the benefit of the Administrative Agent and the Lenders and their respective successors and assigns, and in the event of an assignment of all or any of the Liabilities, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Agreement shall be binding on the Pledgor and its successors and assigns; provided, however, that this Agreement may not be assigned by the Pledgor hereto without the express prior written consent of the Administrative Agent.

Section 18. Changes in Writing.

Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

Section 19. Delaware Law and Jurisdiction.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflict of law principles that may cause the laws of another jurisdiction to apply. The Pledgor hereby irrevocably consents to the exclusive jurisdiction of any state court located within the State of Delaware or the United States District Court for Delaware, in connection with any action or proceeding arising out of or relating to this Agreement or any document or instrument delivered pursuant to this Agreement or otherwise. In any such litigation, the Pledgor waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to the Pledgor, at the Pledgor’s address set forth on the signature page hereto. The Pledgor hereby waives, to the fullest extent it may effectively do so, the defenses of forum non conveniens and improper venue.

Section 20. Severability.

If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent and the Lenders in order to carry out the intentions of the parties hereto as nearly as may be possible; and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 21. Costs, Expenses and Taxes.

Upon the occurrence of a Default, the Pledgor agrees to pay on demand all reasonable costs and expenses of Administrative Agent and the Lenders in connection with the Default, including, but not limited to, reasonable attorneys’ fees, including appellate attorneys’ fees, and out-of-pocket expenses of legal counsel, independent public accountants and outside experts retained by the Administrative Agent and the Lenders in connection with such Default, and all reasonable costs and expenses, including all attorneys’ fees, if any, in connection with the enforcement of this Agreement.

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Section 22. Waiver of Jury Trial.

The Pledgor and the Administrative Agent hereby waive any and all rights to a trial by jury in any action, proceeding, counterclaim or subsequent proceeding brought by the Pledgor or the Administrative Agent with respect to any obligation created under this Agreement and the Loan Documents against any or all of the others on any matters whatsoever arising out of, or in any way related to, this Agreement and the Loan Documents.

Section 23. Counterparts and Electronic Signatures.

This Agreement and any amendments, restatements, modifications or supplements thereto may be executed by facsimile or electronic transmission and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Section 23. Effect of this Agreement.

Any reference in any other Loan Document to the “Textor Pledge Agreement” shall mean and refer to this Agreement. The security interests granted hereby shall, as modified, continue in full force and effect, and are hereby affirmed, with respect to this Agreement and the Liabilities as defined herein.

[signature page attached]

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IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Security and Pledge Agreement as of the date first written above.

ANNEX TO SECURITY AND PLEDGE AGREEMENT

Identification of the Pledged Securities

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