8-K - DLPN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current

Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2023

DOLPHINENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Florida	001-38331	86-0787790
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150Alhambra Circle**, Suite 1200** ,Coral Gables , Florida

33134

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area

code (305) 774 -0407

Not Applicable

(Former Name or Former Address, if Changed SinceLast Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.015 par value per share	DLPN	The Nasdaq<br> Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

Between November 28, 2022 and January 9, 2023, Dolphin Entertainment, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with three individuals for five convertible promissory notes (each a “Note”) in the aggregate principal amount of $1,850,000 and received cash proceeds of $1,850,000. The Notes bear interest at a rate of 10% per annum. Two of the notes, in the principal amount of $450,000, mature in four years from their issuance date and the remaining three Notes mature two years from their issuance dates. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Company using the 90-day trailing average trading price of the Company’s common stock. The floor on such conversion price is $2.50 in one Note and $2.00 in the remaining Notes.

The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
4.1	Form of Convertible Promissory Note
10.1	Form of Subscription Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DOLPHIN ENTERTAINMENT, INC.
Date: January 13, 2023	By:	/s/ Mirta A. Negrini
		Mirta A. Negrini
		Chief Financial and Operating Officer

Exhibit 4.1

CONVERTIBLE NOTE

NEITHER THIS CONVERTIBLE NOTE NOR THE SHARESISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT UNDERTHE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (II) PURSUANT TO A SPECIFIC EXEMPTIONFROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THEISSUER, OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONSOF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR OTHER SIMILAR SECURITIES LAW.

DOLPHIN ENTERTAINMENT, INC.

CONVERTIBLE NOTE

(this “Note”)

Principal Amount: US $[ ]	Original Issue Date: [ ], 202[ ]

FOR VALUE RECEIVED, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), promises to pay to [ ] (the “Investor”), in lawful money of the United States of America, the principal amount of [ ] Dollars ($[ ]), and to pay interest on the unpaid principal amount hereof (as determined in accordance with Section 3 hereof) at the rate of ten percent (10%) per annum.

Series. This Note has been issued pursuant to the terms of a subscription agreement between the Company and the Investor (the “Subscription Agreement”), and is dated the original issue date set forth above (the “Original Issue Date”). Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.
Term; Maturity Date. This Note shall be for a term commencing on the Original Issue Date and ending on the date that is the [fourth/second] anniversary of the Original Issue Date, (the “Maturity Date”), unless earlier converted pursuant to the provisions of Section 5 hereof.

3.Interest.

(a) Rate of Interest. This Note shall bear interest on the unpaid Principal Amount, from the Original Issue Date until such Principal Amount is repaid in full (or sooner converted), at the rate of ten percent (10%) per annum.

(b) Payment of Interest. Interest shall accrue on a calendar monthly basis and be payable: (i) in arrears on the 15^th^ day of each calendar month, (ii) upon any prepayment as provided under Section 4(b), and (iii) on the Maturity Date.

(c) Computation of Interest. All computations of the interest rate hereunder shall be made on the basis of a 360-day year of twelve 30-day months and shall be calculated based on the actual number of days elapsed.

4.Payments and Prepayments. The Company covenants and agrees that, so long as this Note is outstanding and unpaid:

(a)Payment of Principal Amount and Interest. The unpaid Principal Amount, plus accrued but unpaid interest and other amounts payable hereunder, shall be due and payable in cash on the Maturity Date.

(b)Optional Prepayment. The unpaid Principal Amount may be prepaid in whole or in part at any time, with 10 calendar days’ prior written notice to the Investor, without penalty or premium before the Maturity Date; provided, that all accrued and unpaid interest and any other charges accrued as of the date of prepayment are also paid in full. Any prepayments shall not result in deferment or delay of the due date of any subsequent payment(s), including the Maturity Date.

(c)Documentary Stamps. The Company will pay for and affix all documentary stamps required by the laws of the State of Florida and will also pay all documentary stamp and other intangible taxes incurred as a result thereof.

5.Conversion.

(a)Optional Conversion of the Note.

The Investor shall have the right, at any time following the Original Issue Date and prior to the Maturity Date to convert all or a portion of the Principal of this Note and the accrued interest thereon into shares of Common Stock of the Company, subject to adjustment as contemplated by Section 5(b), in an amount of shares of Common Stock equal to the quotient obtained by dividing (i) the principal and interest being converted by (ii) the 90-trading day average price per share of Common Stock as of the date of the Notice of Conversion (the “Standard Conversion Price”), but in no event shall the Standard Conversion Price be less than $[2.50/2.00].

The Investor shall provide written notice to the Company of its option to convert the Note into Common Stock, which notice shall be substantially in the form of the Notice of Conversion attached hereto as Exhibit A (the “Notice of Conversion”).

The Company shall not be required to convert any securities, and no surrender of securities shall be effective for that purpose, while the stock transfer books of the Company for the Common Stock are closed for any purposes (but not for any period in excess of 15 days), but the surrender of securities for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such books were reopened, and with the application of the Conversion Price in effect at the date such books were reopened. In addition to the foregoing, the Company shall not be required to convert any Note pursuant to any optional conversion pursuant to this Section 5(a), nor shall any conversion pursuant to this Section 5(a) be effective, unless and until the Investor provides a duly and validly executed Notice of Conversion to the Company, in substantially the form attached hereto as Exhibit A.

(b) Adjustment to the Conversion Price.

In case (i) the outstanding shares of the Common Stock shall be subdivided into a greater number of shares, (ii) a dividend or other distribution in Common Stock shall be paid in respect of Common Stock, (iii) the outstanding shares of Common Stock shall be combined into a smaller number of shares thereof, or (iv) any shares of the Company’s capital stock are issued by reclassification of the Common Stock (including any reclassification upon a consolidation or merger in which the Company is the continuing corporation), the Conversion Price in effect immediately prior to such subdivision, combination or reclassification or at the record date of such dividend or distribution shall, simultaneously with the effectiveness of such subdivision, combination or reclassification or immediately after the record date of such dividend or distribution, be proportionately adjusted to equal the product obtained by multiplying the Conversion Price by a fraction, the numerator of which is the number of outstanding shares of Common Stock (on a fully diluted basis) prior to such combination, subdivision, reclassification or dividend, and the denominator of which is that number of outstanding shares of Common Stock (on a fully diluted basis) after giving effect to such combination, subdivision, reclassification or dividend.

In the case of (i) any reclassification or change of the Common Stock, (ii) a consolidation, merger or combination involving the Company or (iii) a sale or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, in each case as result of which holders of Common Stock shall be entitled to receive stock, other securities, or other property or assets (including cash) with respect to or in exchange for such Common Stock, the holders of the securities then outstanding will be entitled thereafter to convert such securities into the kind and amount of shares of stock, other securities or other property or assets which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance had such securities been converted into Common Stock immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance.

(c)Effect of Conversion. Upon the issuance of any Common Stock in accordance with this Section 5, such shares shall be deemed to be duly authorized, validly issued, fully paid and non-assessable.

(d)Notices of Record Date. In the event (i) the Company fixes a record date to determine the holders of Common Stock who are entitled to receive any dividend or other distribution, or (ii) there occurs any capital reorganization of the Company, any reclassification or recapitalization of the Common Stock of the Company, any merger or consolidation of the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Investor at least ten (10) days prior to the record date specified therein, a notice specifying (a) the date of such record date for the purpose of such dividend or distribution and a description of such dividend or distribution, (b) the date on which any such reorganization, reclassification, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (c) the time, if any, that is to be fixed, as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock or other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, dissolution, liquidation or winding up.

(f)Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Note (taking into account the adjustments required by this Section 5), such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the outstanding; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all the Note, in addition to such other remedies as shall be available to the Investors, the Company will, as soon as is reasonably practicable, take all such action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

6.Events of Default; Remedies.

(a)Default. The occurrence of any one or more of the following events shall constitute an event of default (each an “Event of Default”) hereunder:

(i)if the Company fails to make payment of any sum payable with respect to the Note, or if the Company violates any of the agreements, promises, covenants, terms and conditions of the Note and such violation remains uncured for ten (10) business days after the earlier of (i) the date of the applicable Notice of Event of Default (as defined below) or (ii) the date that a Responsible Officer (as defined below) acquires knowledge of any such violation.

(ii)if the Company fails to maintain its corporate existence and such failure remains uncured for ten (10) business days after earlier of (i) the date of the applicable Notice of Event of Default or (ii) the date that a Responsible Officer acquires knowledge of any such failure;

(iii)if there shall be filed by or against the Company any petition for any relief under the bankruptcy laws of the United States now or hereafter in effect or any proceeding shall be commenced with respect to the Company under any insolvency, readjustment of debt, reorganization, dissolution, liquidation or similar law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity), provided that in the case of any involuntary filing or the commencement of any involuntary proceeding against the Company such proceeding or petition shall have continued undismissed and unvacated for at least 60 days;

(iv)if any proceeding, procedure or remedy supplementary to or in enforcement of a final non-appealable judgment (other than any judgment that would not have a material adverse effect on the Company or any significant subsidiary, taken as a whole) shall be commenced against, or with respect to any material property of, the Company; or

(v)if any petition or application to any court or tribunal, at law or in equity, shall be filed by or against the Company for the appointment of any receiver or trustee for the Company or any material part of the property of the Company, provided that in the case of any involuntary filing against the Company, such proceeding or appointment shall have continued undismissed and unvacated for at least 60 days.

(b)Notice of Event of Default**.** Upon the Chief Executive Officer, the President or the Chief Financial Officer (or principal accounting officer) (each a “Responsible Officer”) of the Company acquiring knowledge of the existence of an Event of Default, the Company shall send to the Investor a written notice (“Notice of Event of Default”) specifying the nature and period of existence of any Event of Default and what action the Company is taking or proposes to take with respect thereto.

(c)Remedies Upon Default. If any Event of Default shall occur for any reason, then and in any such event, in addition to all rights and remedies of the Investor under applicable law or otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Investor may, at its option, declare any or all amounts owing under this Note, to be due and payable, whereupon the then unpaid balance hereof, together with all accrued and unpaid interest thereon, shall forthwith become due and payable, together with interest accruing thereafter at the then applicable interest rate stated above until the indebtedness evidenced by this Note is paid in full, plus the costs and expenses of collection hereof, including, but not limited to, attorney’s fees and legal expenses.

(d)The Company’s Waivers. The Company (i) waives diligence, demand, presentment, protest and notice of any kind, (ii) agrees that it will not be necessary for the Investor to first institute suit in order to enforce payment of this Note and (iii) consents to any one or more extensions or postponements of time of payment, release, surrender or forbearance or other indulgence, without notice or consent.

7.Other Provisions Relating to Rights of the Investor

(a)Rights of the Investor. This Note shall not entitle the Investor to any of the rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of shareholders or any other proceedings of the Company. This Section 7(a) shall not affect the rights of the Investor in its capacity as a shareholder of the Company upon conversion of this Note and issuance to the Investor of shares of Common Stock pursuant to the terms hereof.

(b)Lost, Stolen, Mutilated or Destroyed Note. If this Note shall be mutilated, lost, stolen, or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen, or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen, or destroyed but only upon receipt of evidence (which may consist of a signed affidavit of the Investor), of such loss, theft, or destruction of such Note, and of the ownership thereof, and indemnity, if requested, all reasonably satisfactory to the Company.

8.Securities Law Compliance

(a)Restrictions on Transfer. The Investor and the Company understand that each of (i) the Investor’s right to convert this Note and (ii) the ability of the Company to issue the Common Stock are subject to full compliance with the provisions of all applicable securities laws and the availability thereunder of an exemption from registration, and that this Note and the Common Stock issuable upon conversion of this Note, shall bear a legend substantially to the effect of the legend on the first page hereof. At the request of the Investor, at the end of the applicable holding period under the Securities Act with respect to this Note, the Company shall obtain, at its expense, a customary Rule 144 legal opinion from its counsel, subject to the Investor delivering customary representation letters.

(b)Compliance with Laws. The Investor agrees to comply with all applicable laws, rules and regulations of all federal and state securities regulators, including but not limited to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and applicable state securities regulators with respect to disclosure, filings and any other requirements resulting in any way from the issuance or conversion of this Note.

(c)Representations of the Investor. The Investor represents and warrants to the Company that:

(1)the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

(2)the Investor has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of his investment in the Company and the Investor is able financially to bear the risks thereof;

(3)it is the present intention that the Note and the Common Stock issuable upon conversion of the Note are being acquired for the Investor’s own account for the purpose of investment and not with a present view to or for sale in connection with any distribution thereof; provided, nevertheless, to the condition that the disposition of property of the Investor shall at all times be within his control;

(4)the Investor understands that (i) the Note and the Common Stock have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Note and, upon conversion thereof, the Common Stock must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) the Company will make a notation on its transfer books to such effect;

(5)the Investor’s representations and warranties in this Note do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained herein, taken as a whole, not misleading.

9.Other Matters

(a)Binding Effect; Assignment. The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company.

(b)Further Actions. At any time and from time to time, the Company and the Investor agree, without further consideration, to take such actions and to execute and deliver such documents as the other may reasonably request to consummate the transactions contemplated in this Note.

(c)Modification; Waiver. This Note sets forth the entire understanding of the Company and the Investor with respect to the subject matter hereof and supersedes all existing agreements between them concerning such subject matter. This Note may be amended, modified, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and the Investor. Any waiver by the Company or the Investor of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Investor to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or hereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, power or privilege hereunder. Any waiver must be in writing. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity.

(d)Notices. All notices, requests, demands or other communications to the respective parties hereto shall be in writing addressed to the respective parties and their respective addresses as follows:

to the Company, at:

150 Alhambra Circle

12^th^ Floor

Coral Gables, FL 33134

United States

Attention: William O’Dowd

Facsimile: 305-774-0405

E-mail:billodowd@dolphinentertainment.com

to Subscriber at:

Name:

Address:

E-mail:

or to such address of which either party may subsequently give notice. All notices, requests, demands or other communications to the respective parties hereto shall be in writing addressed to the respective parties at their respective addresses shown beneath their signatures hereto. All such notices, requests, demands and communications described above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by reputable overnight courier service, one business day after its delivery to such courier service with all charges prepaid (or charged to the account of the sender) and with receipt confirmed (by a record of receipt maintained) by such overnight courier, (iii) if delivered by United States mail upon the earlier of actual receipt and three business days after deposit, registered or certified mail, return receipt requested, with proper postage prepaid, (iv) if delivered by facsimile, upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by electronic transmission, upon transmission.

(e)Severability. If any provision of this Note is invalid, illegal, or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. The rate of interest on this Note is subject to any limitations imposed by applicable usury laws.

(f)Headings. The headings in this Note are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Note.

(g)Governing Law. This Note and any disputes or claims arising out of or in connection with its subject matter shall be governed by and construed in accordance with the laws of the State of Florida without regard to the rules of conflict of laws of such state that would cause the laws of another jurisdiction to apply. The parties hereto acknowledge and agree that venue and jurisdiction for any claim, suit or controversy related to or arising out of this Agreement shall lie in the state or federal courts located in Miami-Dade County, Florida. THE PARTIES HEREBY WAIVE THE RIGHT TO JURY TRIAL OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE CONDUCT OF THE RELATIONSHIP BETWEEN THEM.

(h)Due Authorization. The execution and delivery of this Note and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of the Company.

[The remainder of this page has been intentionallyleft blank]

IN WITNESS WHEREOF, the Company has caused this Note to be executed on its behalf by its duly authorized officer.

By:____________________________

Name: William O’Dowd

Title: Chief Executive Officer

Agreed and accepted:

_________________________

[ ]

EXHIBIT A

FORM

NOTICE OF CONVERSION

OF CONVERTIBLE NOTE

[Insert Date]

Dolphin Entertainment, Inc.

2151 Le Jeune Rd, Suite 150

Coral Gables, Florida 33134

Attn: William O’Dowd IV, Chief Executive Officer

Re:	Notice of Conversion of Note

Ladies and Gentlemen:

Reference is made to that certain Convertible Note (the “Note”) issued by Dolphin Entertainment, Inc., a Florida corporation (the “Company”) with a Principal Amount of _______________ payable by the Company to the order of the undersigned investor (the “Investor”). All capitalized terms used herein, but not otherwise defined herein, shall have the meaning ascribed to them in the Note.

Pursuant to Section 5(a) of the Note, the undersigned hereby irrevocably instructs the Company, by this notice, to convert $_____________, of the Principal of the Note into ____________ shares of Common Stock of the Company, in accordance with the terms and conditions set forth in the Note, as of the date set forth above.

Please issue the certificate representing the shares of Common Stock of the Company into which the Note has been converted in the name of the undersigned and deliver such certificate by overnight courier to the undersigned at:

________________________

The undersigned hereby acknowledges that such certificate will not be delivered to the undersigned until the original Note has been received by the Company.

Very truly yours,

If held by an Individual:	If held by an Entity:
	Name of Entity:
	By:
	Name:
Name:	Title:
Date:	Date:
E-mail:	E-mail:

Exhibit 10.1

THE SECURITIES BEING SUBSCRIBED FOR PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ADDITIONAL RESTRICTIONS ON TRANSFER OF THE SECURITIES ARE SET FORTH IN THIS SUBSCRIPTION AGREEMENT.

subscriptionAGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [ ], 202[ ], is by and between Dolphin Entertainment, Inc., a Florida corporation (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).

WHEREAS, the Company desires to sell and issue to the Subscriber, and the Subscriber wishes to purchase from the Company a convertible promissory note having the rights and privileges set forth in substantially the form of note attached as Exhibit A hereto at an interest rate of 10% per annum (the “Note”) as set forth on the signature page hereto and the Company has agreed to execute this Agreement as an inducement to the Subscriber to enter into this transaction; and

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(a)(2) and/or Regulation D, as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Subscription for Note; Purchase Price.

Purchase. The Subscriber, intending to be legally bound, hereby irrevocably agrees to subscribe for and agrees to purchase the Note in the principal amount set forth on the signature page hereto (the “Purchase Price”). This subscription is submitted to the Company in accordance with and subject to the terms and conditions described in this Agreement.

Closing; Conditions to Closing. Closing on the purchase and sale of the Note shall be consummated on such date as the Company accepts the Subscriber’s offer to purchase the Note as evidenced by the Company’s counter-execution of the signature page to this Agreement, the Company’s execution of the Note and the return of a fully executed Note to the Subscriber (“Closing”). On or prior to the date of each Closing, the following shall have occurred:

The Subscriber shall have delivered to the Company a dated, and executed signature page to this Agreement, with all blanks required to be completed by the Subscriber properly completed;

The Subscriber shall have delivered to the Company a dated, completed and signed Accredited Investor Questionnaire attached as Exhibit C hereto, with all blanks required to be completed by the Subscriber properly completed;

The Company shall have received the Purchase Price from the Subscriber;

Any other conditions to Closing set forth in this Agreement shall have been satisfied or waived.

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Representations, Warranties and Covenants of the Company: The Company represents, warrants and covenants to the Subscriber that:

Organization and Standing. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Florida. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.

No Conflicts. This Agreement does not: (i) conflict with any provision of the Company’s Articles of Incorporation or Bylaws, as each may have been amended from time to time to date; or (ii) result in a violation of any federal, state, local or foreign law, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected.

Authorization. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action, and constitutes the valid and binding obligations of the Company enforceable in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights.

Capitalization. The authorized capital stock of the Company immediately prior to the consummation of the transactions contemplated by this Agreement consists of:

10,000,000 shares of preferred stock of which 50,000 shares have been duly designated Series C Convertible Preferred Stock, all of which are duly and validly issued and outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof.

200,000,000 shares of the common stock of the Company, par value $0.015 (“Common Stock”), of which [ ] shares are duly and validly issued and outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof.

20,000 shares of Common Stock have been duly reserved for issuance upon exercise of existing warrants.

2,000,000 Shares have been duly reserved for the Company’s incentive compensation plan, of which [ ] have been issued and [ ] restricted stock units have been issued but are not vested;

Up to [ ] shares of Common Stock due to the seller of Be Social Public Relations, LLC upon achievement of certain financial targets. The earnout consideration is calculated using a 30-day trading average closing price and for this calculation we used the 30-day trading average closing price on [ ], 202[ ].

Up to 1,486,707 shares of Common Stock issuable to the seller of Socialyte LLC that will receive a number of shares up to $5,000,000 of Common Stock if certain financial targets are achieved. Pursuant to the membership interest purchase agreement between the Company and NSL Ventures LLC, the number of shares issued will be based on a purchase price of $3.714 per share.

Up to 127,877 shares of Common Stock related to convertible debt outstanding using a purchase price of $3.91 per share.

Up to [ ] shares of Common Stock related to [ ] convertible promissory notes outstanding. The number of shares to be issued upon conversion of the convertible promissory notes is based on a 90-day trading average closing price of the Common Stock. For purposes of this calculation, the 90-day trading average on [ ], 202[ ] was used.

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Representations, Warranties and Covenants of Subscriber. Subscriber represents and warrants to the Company that:

Own Account. The Note and the Common Stock that the Subscriber would acquire upon conversion is being (or would be) acquired solely for its, his or her account and are not being (or would not be) purchased with a view to, or for resale in connection with, any distribution within the meaning of the Securities Act or related laws and regulations or any other applicable securities laws of any other jurisdiction (collectively, the “Securities Laws”). The Subscriber will not resell or offer to resell the Note or the Common Stock except in accordance with the terms of the Bylaws of the Company and in compliance with all applicable Securities Laws.

Organization and Standing of Subscriber. If the Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power to own its assets and to carry on its business.

Authorization and Power. The Subscriber has all requisite authority (and in the case of an individual, the capacity) to purchase the Note, and enter into this Subscription Agreement and to perform all the obligations required to be performed by the Subscriber hereunder and thereunder, and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the Subscriber.

No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of the Subscriber’s charter documents or bylaws or other organizational documents (if the Subscriber is not an individual) or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement or instrument or obligation to which the Subscriber is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Subscriber or its properties. The Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Note in accordance with the terms hereof.

Residence. The Subscriber is a resident of the state set forth on the signature page hereto and is not acquiring the Note as a nominee or agent otherwise for any other person.

No Reliance. The Subscriber confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment advice or as a recommendation to purchase the Note. It is understood that information and explanations related to the terms and conditions of the Note provided by the Company or any of its affiliates shall not be considered investment advice or a recommendation to purchase the Note, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the Subscriber in deciding to invest in the Note. The Subscriber acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Note for purposes of determining the undersigned’s authority to invest in the Note.

Investment Experience.

(a) The Subscriber has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Note. The Subscriber has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Company.

The Subscriber has had access to the legal, financial, tax and accounting information concerning the Company and the Note as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Note.

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The Subscriber understands that neither the Note nor the Common Stock that the Subscriber would acquire upon conversion have not and will not be registered under the Securities Laws. The Subscriber understands that the Company is under no obligation whatsoever to furnish a registration of the Note under the Securities Laws.

The Subscriber represents that the Subscriber is an “accredited investor”, as defined in Rule 501 promulgated under the Securities Act, which definition is attached as Exhibit B hereto and has accurately completed the Accredited Investor Questionnaire attached as Exhibit C hereto. The Subscriber also represents that the Subscriber has not been organized for the purpose of acquiring the Note.

The Subscriber is aware that the Subscriber will have to make the payment of the Purchase Price for the Note as set forth above. The Subscriber can bear the economic risk of losing its entire investment in the Company without impairing the Subscriber’s ability to provide for itself, himself or herself and/or his or her family (as applicable) in the same manner that the Subscriber would have been able to provide prior to making an investment in the Company.

Confidentiality. The Subscriber understands and hereby acknowledges and agrees that all of the information appearing herein and otherwise provided to the Subscriber in connection with the purchase of the Note made hereby is confidential and that the Subscriber and the Subscriber’s representatives and agents may not disclose such information to any person that is not a party to the transactions contemplated hereby.

No General Solicitation. The Subscriber acknowledges that neither the Company nor any other person offered to sell the Note to it by means of any form of general solicitation or advertising, including but not limited to: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (b) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Dilution Protection. The Subscriber has been furnished with a copy of the Articles of Incorporation of the Company (including the Certificates of Designation with respect to the Series C Convertible Preferred Stock) and understands that the holder of the Series C Convertible Preferred Stock is entitled to anti-dilution protection with respect to any issuances of Common Stock occurring after the issuance of the Series C Convertible Preferred Stock on March 7, 2016.

Legend. The Subscriber understands that the Note to be purchased by it, him or her, and any shares of Common Stock issued upon conversion thereof, will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and that the certificate(s), if any, representing the Note, and any shares of Common Stock issued upon conversion thereof, will bear a restrictive legend thereon in substantially the form that appears below:

“NEITHERTHIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERREDEXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESESECURITIES, OR (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON THE HOLDER HEREOF FIRSTHAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE ISSUER, OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSEDDISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR OTHERSIMILAR SECURITIES LAW.”

Additional Information. The Subscriber agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the issuance of the Note.

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Survival. The Subscriber understands that all representations and warranties and agreements hereunder shall survive execution and delivery of this Subscription Agreement and the Note.

Indemnification. The Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, attorneys, affiliates, and control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or its successor or any such person which results, arises out of or is based upon any material misrepresentation by such Subscriber in this Agreement or in any Exhibits attached hereto, or other agreement delivered pursuant hereto.

Amendments. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Subscriber. No waiver of any provision this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Governing Law. This Agreement and any disputes or claims arising out of or in connection with its subject matter shall be governed by and construed in accordance with the laws of the State of Florida without regard to the rules of conflict of laws of such state that would cause the laws of another jurisdiction to apply. The parties hereto acknowledge and agree that venue and jurisdiction for any claim, suit or controversy related to or arising out of this Agreement shall lie in the state or federal courts located in Miami-Dade County, Florida. THE PARTIES HEREBY WAIVE THE RIGHT TO JURY TRIAL OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE CONDUCT OF THE RELATIONSHIP BETWEEN THEM.

Notices. All notices, requests, demands or other communications to the respective parties hereto shall be in writing addressed to the respective parties and their respective addresses as follows:

to the Company, at:

150 Alhambra Circle

12^th^Floor

Coral Gables, FL 33134

United States

Attention: William O’Dowd

Facsimile: 305-774-0405

E-mail:billodowd@dolphinentertainment.com

to Subscriber at:

Name:

Address:

E-mail:

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Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute but one instrument. Facsimile or other electronically scanned and transmitted signatures shall be deemed originals for all purposes of this Agreement.

Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters covered herein and therein; and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters.

Fees and Expenses. Except as set forth in the Bylaws of the Company, each party hereto shall pay its respective fees and expenses related to the transactions contemplated by this Agreement.

Parties. This Agreement is made solely for the benefit of and is binding upon the Company and the Subscriber, and no other person or entity shall acquire or have any right under or by virtue of this Agreement.

Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. This Agreement and the rights of the Subscriber hereunder may be assigned by Subscriber only with the prior written consent of the Company. The Company may not assign this Agreement without the written consent of the Subscriber.

Further Assurances. Each party agrees to cooperate fully with the other party hereto and to execute such further instruments, documents and agreements and to give such further written assurance as may be reasonably requested by the other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

[Signaturepages follow]

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The Subscriber hereby agrees to purchase US $[ ] in principal amount of Notes and is tendering such amount by wire according to the following wire transfer instructions:

BANKING<br> INSTITUTION NAME AND ADDRESS
FOR<br> CREDIT TO:	Dolphin<br> Entertainment, Inc.
REFERENCE:
Account<br> Name:
Account<br> Number:
ABA:
ACH/Routing:
Swift:
Bank<br> Name:
Bank<br> Address:
Bank<br> Rep:
* * * * * * * * * * * * * * * * * * * <br> * * * * * * * * * * * *
Entered<br> into as of the day and year below written:
Date:_________________________		[ ]
		_________________________________

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

DOLPHINENTERTAINMENT, INC.

By: ________________________________

Name: William O’Dowd IV

Title: Chief Executive Officer

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