COMMON STOCK PURCHASE WARRANT DOLPHIN ENTERTAINMENT, INC.Common Stock Purchase Warrant • December 15th, 2017 • Dolphin Entertainment, Inc. • 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).
UNITS of DOLPHIN ENTERTAINMENT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2017 • Dolphin Entertainment, Inc. • 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) for the purchase and sale of an aggregate of [●] Closing Units consisting of one share of the Company’s Common Stock and one Warrant to pur
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 15th, 2017 • Dolphin Entertainment, Inc. • Services-personal services • New York
THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is dated [ ], 2017, between Dolphin Entertainment Inc., a Florida corporation (the “Company”), and Nevada Agency and Transfer Company, acting as warrant agent (the “Warrant Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • December 15th, 2017 • Dolphin Entertainment, Inc. • Services-personal services • New York
PUT AGREEMENTPut Agreement • December 15th, 2017 • Dolphin Entertainment, Inc. • Services-personal services • New York
This PUT AGREEMENT (this “Agreement”), dated as of March 30, 2017, is by and among Dolphin Digital Media, Inc., a Florida corporation (the “Company”), Allan Mayer, (the “Holder”) and, solely as a Guarantor hereunder, William O’Dowd IV (“O’Dowd”) and 42 West, LLC, a Delaware limited liability company (“42West” and together with O’Dowd; the “Guarantors” and each a “Guarantor”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement (as defined below).
