0001553350-17-001440 Sample Contracts

1,215,000 UNITS OF DOLPHIN ENTERTAINMENT, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 26th, 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 1,215,000 Closing Units consisting of one share of the Company’s Common Stock and one Warrant

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WARRANT AGENCY AGREEMENT
Warrant 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”).

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