X0204 3 2011-11-14 0 0001490930 Digital Domain Media Group, Inc. DDMG 0001535370 PBC GP III, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401 0 0 1 0 0001535372 PBC Digital Holdings, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401 0 0 1 0 0001535366 PBC MGPEF DDH, LLC 505 SOUTH FLAGLER DRIVE, SUITE 1400 WEST PALM BEACH FL 33401 0 0 1 0 Common Stock 1405469 I See footnote. Warrant 0.01 2020-11-24 Common Stock 4544019 D Warrant 0.01 2020-11-24 Common Stock 77731 D Convertible Securities Common Stock 3422027 D Warrant 0.01 2020-12-30 Common Stock 1650530 I See footnote. Warrant 0.01 2020-11-24 Common Stock 2504273 D Warrant 0.01 2020-11-24 Common Stock 45782 D Convertible Securities Common Stock 2187520 D Warrant 0.01 2020-11-24 Common Stock 671201 I See footnote. PBC GP III, LLC is the sole manager of PBC Digital Holdings II, LLC, which owns 1,405,469 shares of common stock. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC Digital Holdings II, LLC except to the extent of any pecuniary interest therein. PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, which holds warrants to purchase shares of series A preferred stock, which are convertible into 4,544,019 shares of common stock. Such warrants will be automatically exercised and converted directly into common stock upon the consummation of the initial public offering of Digital Domain Media Group, Inc. ("DDMG"). PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC Digital Holdings, LLC except to the extent of any pecuniary interest therein. PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, which holds warrants to purchase 77,731 shares of common stock. Such warrants will be automatically exercised into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC Digital Holdings, LLC except to the extent of any pecuniary interest therein. PBC GP III, LLC is the sole manager of PBC Digital Holdings, LLC, to which 3,422,027 shares of common stock are issuable upon conversion of a senior note. Such note will be converted into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC Digital Holdings, LLC except to the extent of any pecuniary interest therein. Lender has the right to convert at any time prior to the termination date as set forth in the Second Amended and Restated Loan Agreement. All or a portion of the unpaid principal balance of such senior note is convertible, at the holder's option, into shares of common stock using a formula set forth in the note. PBC GP III, LLC is the sole manager of PBC Digital Holdings II, LLC, which holds warrants to purchase 1,650,530 shares of common stock. Such warrants will be automatically exercised into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC Digital Holdings II, LLC except to the extent of any pecuniary interest therein. PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, which holds warrants to purchase shares of series A preferred stock, which are convertible into 2,504,273 shares of common stock. Such warrants will be automatically exercised and converted directly into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC MGPEF DDH, LLC except to the extent of any pecuniary interest therein. PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, which holds warrants to purchase 45,782 shares of common stock. Such warrants will be automatically exercised into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC MGPEF DDH, LLC except to the extent of any pecuniary interest therein. PBC GP III, LLC is the sole manager of PBC MGPEF DDH, LLC, to which 2,187,520 shares of common stock are issuable upon conversion of a senior note. Such note will be automatically converted into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock owned by PBC MGPEF DDH, LLC except to the extent of any pecuniary interest therein. Lender has the right to convert at any time prior to the termination date as set forth in the Second Amended and Restated Loan Agreement. All or a portion of the unpaid principal balance of such senior note is convertible, at the holder's option, into shares of common stock using a formula set forth in the note. PBC GP III, LLC is the sole manager of PBC DDH Warrants, LLC, which holds warrants to purchase shares of series A preferred stock, which are convertible into 671,201 shares of common stock. Such warrants will be automatically exercised and converted directly into common stock upon the consummation of the initial public offering of DDMG. PBC GP III, LLC disclaims beneficial ownership of all of the shares of common stock, and any warrants relating thereto, owned by PBC DDH Warrants, LLC except to the extent of any pecuniary interest therein. /s/ Nate Ward Manager, on behalf of PBC GP III, LLC 2011-11-23 Nate Ward, Manager, on behalf of PBC Digital Holdings, LLC 2011-11-23 Nate Ward, Manager, on behalf of PBC MGPEF DDH, LLC 2011-11-23