RECITALS:Stock Purchase Agreement • October 5th, 2007 • Logica Holdings Inc • Services-personal services • Ontario
Exhibit 10.1 Consulting Agreement This CONSULTING AGREEMENT is made effective the 4th day of December, 2003 by and between Kevin Murray, with offices at 12 Harben Court, Collingwood, Ontario, Canada ("Consultant") and Maximum Awards, Inc. a Nevada...Consulting Agreement • July 25th, 2005 • Maximum Awards Inc • Services-personal services • California
EXCHANGE AGREEMENT ------------------ This EXCHANGE AGREEMENT made and entered into this 9th day of December, 2003, by and between the stockholder of MAXIMUM AWARDS PTY LTD., an Australian corporation, (hereinafter Australian), with its principal...Exchange Agreement • July 25th, 2005 • Maximum Awards Inc • Services-personal services • Nevada
ARTICLE I EXCHANGEShare Exchange Agreement • July 13th, 2007 • Maximum Awards Inc • Services-personal services
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 5, 2020Dolphin Entertainment, Inc. • July 11th, 2018 • Services-personal services • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Dolphin Entertainment, Inc., a Florida corporation (the “Company”), having its principal place of business at 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, FL 33134, designated as its Senior Secured Convertible Promissory Note due January 5, 2020 (the “Note”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is executed on the dates set forth below the signatures hereon but effective as of March 18, 2007, and is by and between LOGICA HOLDINGS INC., a Nevada Corporation ("Employer"), with an address at 82...Employment Agreement • February 11th, 2008 • Logica Holdings Inc • Services-personal services • Florida
ARTICLE IRegistration Rights Agreement • October 15th, 2007 • Logica Holdings Inc • Services-personal services • New York
COMMON STOCK PURCHASE WARRANT DOLPHIN ENTERTAINMENT, INC.Dolphin Entertainment, Inc. • December 15th, 2017 • Services-personal services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the effectiveness date (the “Effective Date”) of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dolphin Entertainment, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)1 of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
2,700,000 SHARES OF COMMON STOCK OF DOLPHIN ENTERTAINMENT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2019 • Dolphin Entertainment, Inc. • Services-personal services • New York
The undersigned, DOLPHIN ENTERTAINMENT, INC., a company incorporated under the laws of Florida (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) for the purchase and sale of an aggregate of 2,700,000 Closing Shares (as defined below) and the granting of the Over-Allotment Option (as defined below) by the Company to the Underwriters to purchase the Option Shares (as defined below) on the terms and conditions set forth herein.
PURCHASE AGREEMENTPurchase Agreement • December 30th, 2021 • Dolphin Entertainment, Inc. • Services-personal services • Florida
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 29, 2021 is made by and between DOLPHIN ENTERTAINMENT, INC., a Florida corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 11th, 2018 • Dolphin Entertainment, Inc. • Services-personal services • New York
SUBSIDIARY GUARANTEE, dated as of July 5, 2018 (this “Guarantee”), made by the signatory hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchaser signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Dolphin Entertainment, Inc., a Florida corporation (the “Company”) and the Purchaser.
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE VENDORShare Purchase Agreement • July 25th, 2005 • Maximum Awards Inc • Services-personal services • Queensland
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is effective the 1st day of January, 2004 by and between, between Maximum Awards, Inc., a corporation form under the laws of the State of Nevada, United States of America (the...Employment Agreement • July 25th, 2005 • Maximum Awards Inc • Services-personal services • Nevada
Heads of Agreement ------------------Heads of Agreement • March 26th, 2007 • Maximum Awards Inc • Services-personal services
UNDERWRITING AGREEMENTDolphin Entertainment, Inc. • November 2nd, 2023 • Services-personal services • New York
The undersigned, Dolphin Entertainment, Inc., a company incorporated under the laws of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Dolphin Entertainment, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • Dolphin Entertainment, Inc. • Services-personal services • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2021, is entered into by and between DOLPHIN ENTERTAINMENT, INC., a Florida corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
DOLPHIN ENTERTAINMENT, INC. WARRANT TO PURCHASE COMMON STOCKDolphin Entertainment, Inc. • March 30th, 2020 • Services-personal services • New York
Dolphin Entertainment, Inc., a Florida corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, M. Shanken Communications, Inc., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Series I Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the Initial Exercise Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 100,000 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings se
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2020 • Dolphin Entertainment, Inc. • Services-personal services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), effective as of March 4, 2020, is by and between Dolphin Entertainment, Inc., a Florida corporation (the “Company”), and M. Shanken Communications, Inc., a New York corporation (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2020 • Dolphin Entertainment, Inc. • Services-personal services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 4, 2020, between by and among Dolphin Entertainment, Inc., a Florida corporation (the “Company”), and M. Shanken Communications, Inc., a New York corporation (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2018 • Dolphin Entertainment, Inc. • Services-personal services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of July 5, 2018, by and between Dolphin Entertainment, Inc., a Florida corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its permitted successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 26th, 2017 • Dolphin Entertainment, Inc. • Services-personal services • New York
THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is dated December 20, 2017, between Dolphin Entertainment Inc., a Florida corporation (the “Company”), and Nevada Agency and Transfer Company, acting as warrant agent (the “Warrant Agent”).
SENIOR CONVERTIBLE NOTEDolphin Entertainment, Inc. • March 30th, 2020 • Services-personal services • New York
FOR VALUE RECEIVED, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), hereby promises to pay to the order of M. Shanken Communications, Inc. or its registered assigns (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below), until the same becomes due and payable, whether upon the Maturity Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof in accordance with the terms hereof, this “Note”) is the Note issued pursuant to t
June 5, 2020 Mr. William O’Dowd IV Chief Executive Officer Dolphin Entertainment, Inc.Dolphin Entertainment, Inc. • June 9th, 2020 • Services-personal services • New York
SECURITY AGREEMENTSecurity Agreement • July 11th, 2018 • Dolphin Entertainment, Inc. • Services-personal services • New York
SECURITY AGREEMENT, dated July 5, 2018, by and between Dolphin Entertainment, Inc., a Florida corporation, with headquarters located at 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, FL 33134 (the “Debtor”), and the investors set forth on Schedule A hereof (collectively, the “Secured Party”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 9th, 2020 • Dolphin Entertainment, Inc. • Services-personal services • New York
This Share Purchase Agreement (this “Agreement”) is dated as of June 5, 2020, between Dolphin Entertainment, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 19th, 2012 • Dolphin Digital Media Inc • Services-personal services • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated September 13, 2012, and effective as of January 1, 2012 (the “Effective Date”), between Dolphin Digital Media, Inc., a Nevada corporation (the “Company”) and William O’Dowd IV (the “Executive”).
BETWEENPreferred Stock Purchase Agreement • October 15th, 2007 • Logica Holdings Inc • Services-personal services • New York
AMENDMENT, WAIVER AND EXCHANGE AGREEMENTWaiver and Exchange Agreement • August 13th, 2019 • Dolphin Entertainment, Inc. • Services-personal services • California
This Amendment, Waiver and Exchange Agreement is dated as of August 12, 2019 (this “Agreement”) by and among Dolphin Entertainment, Inc., a Florida corporation (the “Company”), Allan Mayer (the “Holder”), William O’Dowd IV (“O’Dowd”) and 42West, LLC, a Delaware limited liability company (“42West”).
ContractDolphin Entertainment, Inc. • October 10th, 2017 • Services-personal services • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT), NOR MAY THIS WARRANT OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS THE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT.
SHARE PURCHASE AGREEMENT DATED AS OF December 3, 2019 BY AND BETWEEN dOLPHIN ENTERTAINMENT, INC.,Share Purchase Agreement • December 4th, 2019 • Dolphin Entertainment, Inc. • Services-personal services • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 3, 2019, by and between Dolphin Entertainment, Inc., a Florida corporation (“Purchaser”) and Marilyn Laverty (“Seller”). Purchaser and Seller are each hereinafter referred to as a “Party”, and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2020 • Dolphin Entertainment, Inc. • Services-personal services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 3, 2020, is by and between Dolphin Entertainment, Inc., a Florida corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Investor”).
Membership Interest PURCHASE AGREEMENT DATED AS OF OCTOBER 2, 2023 BY AND Among dOLPHIN ENTERTAINMENT, INC., Nicole Vecchiarelli, Andrea Oliveri, FOXGLOVE CORP., AND ALEXANDRA ALONSOMembership Interest Purchase Agreement • October 6th, 2023 • Dolphin Entertainment, Inc. • Services-personal services • California
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 2, 2023, by and among Dolphin Entertainment, Inc., a Florida corporation (“Purchaser”), Nicole Vecchiarelli (“Seller 1”), Andrea Oliveri (“Seller 2”), Foxglove Corp., a New York corporation (“Seller 3”), and Alexandra Alonso (“Seller 4”, and together with Seller 1, Seller 2 and Seller 3, the “Sellers” and each a “Seller”). Purchaser and Sellers are each hereinafter referred to as a “Party”, and collectively as the “Parties”.
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • May 15th, 2018 • Dolphin Entertainment, Inc. • Services-personal services • Florida
THIS COMMERCIAL SECURITY AGREEMENT dated March 15, 2018, is made and executed between 42West, LLC (“Grantor”) and BankUnited, N.A. (“Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2018 • Dolphin Entertainment, Inc. • Services-personal services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July 5, 2018 (this “Agreement”), is entered into by and among Lois O’Neill and Charles Dougiello (collectively, the “Shareholders” and each individually a “Shareholder”), and Dolphin Entertainment, Inc., a Florida corporation (the “Company”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 15th, 2018 • Dolphin Entertainment, Inc. • Services-personal services • Florida
THIS BUSINESS LOAN AGREEMENT dated March 15, 2018, is made and executed between 42West, LLC (“Borrower”) and BankUnited, N.A. (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
