dpdm_ex45.htm





 





 Exhibit 4.5


 

THE SECURITIES
BEING ACQUIRED PURSUANT TO THIS WARRANT PURCHASE 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
DEBT EXCHANGE AGREEMENT.

 

WARRANT
PURCHASE AGREEMENT

 

THIS WARRANT
PURCHASE AGREEMENT (the “Agreement”), dated as of
November 4, 2016, is by and between Dolphin Digital Media, Inc., a
Florida corporation (the “Company”), and T Squared
Partners LP, an Indiana limited partnership (the
“Purchaser”).

 

WHEREAS, the
Purchaser is the holder of 7,000,000 Series E Warrants issued on
March 10, 2010 and amended on September 10, 2015 to extend their
expiration until December 31, 2018 (the “Series E
Warrants”);

 

WHEREAS, subject to
the terms of the Series E Warrants, as of the date hereof, the
Purchaser has reduced the aggregate exercise price of the Series E
Warrants through cash payments in the aggregate of
$1,625,000;

 

WHEREAS, the
Company and the Purchaser have agreed, subject to the terms and
conditions set forth herein, that the Company will issue 1,500,000
Series G Warrants with an exercise price of $5.00 per share of the
Company’s common stock, par value $0.015 (“Common Stock”), and an
expiration date of January 31, 2018 (the “Series G Warrants”),
500,000 Series H Warrants with an exercise price of $6.00 per share
of Common Stock and an expiration date of January 31, 2019 (the
“Series H
Warrants”), and 500,000 Series I Warrants with an
exercise price of $7.00 per share of Common Stock and an expiration
date of January 31, 2020 (the “Series I Warrants” and
together with the Series G Warrants and the Series H Warrants, the
“New
Warrants”);

 

WHEREAS, as
consideration for the issuance of the New Warrants, the Purchaser
desires to make a $50,000 cash payment to the Company to reduce the
aggregate exercise price of the Series E Warrants (the
“Price
Reduction”); and

 

WHEREAS, the
Company and the Purchaser have agreed to execute this Agreement to
evidence their agreement with respect to the Price Reduction and
the issuance of the New Warrants.

 

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:

 

1. Sale
of the New Warrants.  The
Company agrees to issue, and Purchaser agrees to purchase, the New
Warrants.  The New Warrants issued to the Purchaser shall
be substantially similar to the form of warrant attached hereto as
Exhibit
A.

 



 

1







 





 

2. Price
Reduction.  As
consideration to the Company for the purchase of the New Warrants,
the Purchaser agrees to pay the Company $50,000 within three (3)
business days of the date hereof, to reduce the aggregate exercise
price of the Series E Warrants held by the Purchaser by the same
amount.

 

3. Representations,
Warranties and Covenants of the Purchaser.  The
Purchaser represents and warrants to the Company that:

 

3.1 Authorization and
Power.  The
Purchaser has all requisite authority to purchase the New Warrants,
and enter into this Agreement and to perform all the obligations
required to be performed by the Purchaser hereunder, and such
purchase will not contravene any law, rule or regulation binding on
the undersigned or any investment guideline or restriction
applicable to the Purchaser.

 

3.2 Organization and Standing of the
Purchaser.  The
Purchaser is a limited partnership duly organized, validly existing
and in good standing under the laws of Florida and has the
requisite corporate power to own its assets and to carry on its
business.

 

3.3 Own Account.  The
Purchaser is buying the New Warrants solely for his, her or its own
account, for investment and not with a view to resale in connection
with a distribution thereof.  The Purchaser acknowledges
that the New Warrants and any Common Stock issuable upon exercise
thereof have not been and will not be registered under the
Securities Act, or any applicable state securities law and may not
be transferred or sold except pursuant to an effective registration
statement under the Securities Act or exemption therefrom and that
certificates evidencing any shares of Common Stock issued upon
exercise of the New Warrants will bear a restrictive legend to that
effect.  The Purchaser acknowledges that he, she or it
may be required to hold all shares of Common Stock issued upon
exercise of the New Warrants purchased hereunder for at least one
year from the date of issuance and that he, she or it may be
required to comply with the volume limitation and other provisions
of Rule 144 promulgated under the Securities Act with respect to
any sale of the Shares.

 

3.4 No Conflicts.  The
execution, delivery and performance of this Agreement and the
consummation by the Purchaser of the transactions contemplated
hereby or relating hereto do not and will not (i) result in a
violation of the Purchaser’s charter documents or bylaws or
other organizational documents 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 Purchaser 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
Purchaser or its properties.  The Purchaser 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 New Warrants in
accordance with the terms hereof.

 

3.5 Residence.  The
Purchaser is a resident of Indiana and is not acquiring the New
Warrants as a nominee or agent otherwise for any other
person.



 

2







 





 

3.6 No Reliance.  The
Purchaser 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 New
Warrants.  It is understood that information and
explanations related to the terms and conditions of the New
Warrants provided by the Company or any of its affiliates shall not
be considered investment advice or a recommendation to purchase the
New Warrants, and that neither the Company nor any of its
affiliates is acting or has acted as an advisor to the Purchaser in
deciding to invest in the New Warrants.  The Purchaser
acknowledges that neither the Company nor any of its affiliates has
made any representation regarding the proper characterization of
the New Warrants for purposes of determining the undersigned's
authority to invest in the New Warrants.

 

3.7 Investment
Experience.

 

(a) The Purchaser 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 New Warrants.  The
Purchaser has made its own legal, tax, accounting and financial
evaluation of the merits and risks of an investment in
Company.

 

(b) The Purchaser has
had access to the legal, financial, tax and accounting information
concerning the Company, the New Warrants and the Common Stock as it
deems necessary to enable it to make an informed investment
decision concerning the purchase of the New Warrants.

 

(c) The Purchaser
understands that the New Warrants, and any Common Stock issued upon
the exercise thereof, will not be registered under the Securities
Act.  The Purchaser understands that it, he or she has no
rights whatsoever to request, and that the Company is under no
obligation whatsoever to furnish, a registration of the New
Warrants, or of any Common Stock issued upon the exercise thereof,
under the Securities Act.

 

(d) The Purchaser
understands that the issuance of the New Warrants, and any issuance
of Common Stock upon the exercise thereof, is intended to be exempt
from registration under the Securities Act by virtue of Section
4(2) and/or the provisions of Regulation D promulgated thereunder
based, in part, upon the representations, warranties and agreements
of the Purchaser contained in this Agreement.

 

(e) The Purchaser
acknowledges that it has been furnished with true and complete
copies of the following documents which the Company has filed with
the Securities and Exchange Commission (the “SEC”) pursuant to
Sections 13(a), 14(a), 14(c) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”): (a) the
Annual Report on Form 10-K for the year ended December 31, 2015;
(b) the Company’s Proxy Statement relating to the 2015 Annual
Meeting of Shareholders; and (c) the information contained in any
reports or documents required to be filed by the Company under
Sections 13(a), 14(a), 14(c) or 15(d) of the Exchange Act since the
distribution of the Form 10-K.  Copies of the foregoing
SEC filings are attached hereto as Exhibit D.

 

(f) The Purchaser
represents that the Purchaser 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 Purchaser also represents that the Purchaser
has not been organized for the purpose of acquiring the New
Warrants.



 

3







 





 

(g) The Purchaser is
aware that the Purchaser will have to make a payment in the amount
of $50,000 to the Company which will be used to reduce the
aggregate exercise price of the Series E Warrants in consideration
for receipt of the New Warrants.

 

(h) The Purchaser
acknowledges that neither the SEC nor any state securities
commission has approved the New Warrants offered hereby or passed
upon or endorsed the merits of the issuance of the Common Stock by
the Company upon exercise of the New Warrants.  The
Purchaser acknowledges that an investment in the Company is highly
speculative and involves a risk of loss of the entire investment
and no assurances can be given of any income or profit from such
investment.  THE PURCHASER HEREBY ACKNOWLEDGES AND
CONFIRMS THAT THE UNDERSIGNED HAS CAREFULLY CONSIDERED THE RISKS
AND UNCERTAINTIES INVOLVED IN INVESTING IN THE COMMON STOCK BEFORE
MAKING AN INVESTMENT DECISION TO PURCHASE THE EXCHANGE
SHARES.  The Purchaser can bear the economic risk of
losing its entire investment in the Company without impairing the
Purchaser’s ability to provide for itself, himself or herself
and/or his or her family (as applicable) in the same manner that
the Purchaser would have been able to provide prior to making an
investment in the Company.

 

3.8 Dilution
Protection.  The
Purchaser has been furnished with a copy of the Articles of
Incorporation of the Company (including the Certificates of
Designation with respect to the Series B and 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.

 

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

 

3.10 No General
Solicitation.  The
Purchaser acknowledges that neither the Company nor any other
person offered to sell the New Warrants 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.

 

3.11 Legend.  The
Purchaser understands that the New Warrants to be purchased by it,
him or her, and any Common Stock issued upon exercise 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 shares of Common Stock issued upon exercise
of the New Warrants will bear a restrictive legend thereon in
substantially the form that appears below:

 



 

4







 





 

“THESE SHARES
OF COMMON STOCK HAVE NOT 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 UNDER
THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH
RESPECT TO THESE SECURITIES, OR (II) PURSUANT TO A SPECIFIC
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON
THE HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF
COUNSEL TO THE ISSUER, OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO
THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL
APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE “BLUE SKY” OR OTHER SIMILAR SECURITIES
LAW.”

 

3.12 Additional
Information.  The
Purchaser 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 purchase of the New Warrants and the issuance of any
Common Stock upon issuance thereof.

 

3.13 Survival.  The
Purchaser understands that all representations and warranties and
agreements hereunder shall survive execution and delivery of this
Agreement and the sale of the New Warrants.

 

4. Representations,
Warranties and Covenants of the Company.  The
Company represents and warrants to the Purchaser that:

 

4.1 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.

 

4.2 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.

 

4.3 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.

 



 

5







 





 

4.4 Capitalization.  The
authorized capital stock of the Company immediately upon the
consummation of the transactions contemplated by this Agreement
shall consist of:

 

(a) 10,000,000 shares
of preferred stock of which:

 




(i)  

4,000,000 shares
have been duly designated Series B Convertible Preferred Stock, of
which 3,300,000 are duly and validly issued and outstanding, fully
paid and non-assessable, with no personal liability attaching to
the ownership thereof;





 




(ii)  

1,000,000 shares
have been duly designated Series C Convertible Preferred Stock, all
of which shall be duly and validly issued and outstanding, fully
paid and non-assessable, with no personal liability attaching to
the ownership thereof;





 

(b) 400,000,000 shares
of Common Stock, of which 10,674,215 shares are duly and validly
issued and outstanding, fully paid and non-assessable, with no
personal liability attaching to the ownership thereof;
and

 

(c) 1,050,000 shares of
Common Stock have been duly reserved for issuance upon exercise of
existing warrants, 3,185,000 shares of Common Stock have been duly
reserved for issuance upon conversion of preferred stock, 2,500,000
shares of Common Stock have been duly reserved for issuance upon
the conversion of certain debt instruments, 5,000,000 shares of
Common Stock have been duly reserved for a private placement
offering, and 2,500,000 have been duly reserved for New Warrants
sold under this Agreement.

 

5. Indemnification.  The
Purchaser 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 Purchaser in this Agreement or in any Exhibits
attached hereto, or other agreement delivered pursuant
hereto.

 

6. Amendments.  This
Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the
Purchaser.  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.

 

7. 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.

 



 

6







 





 

8. 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.

 

9. 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.

 

10. 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:

	
Dolphin Digital
Media, Inc

2151 Le Jeune Road,
Suite 150-Mezzanine

Coral Gables,
Florida 33134

Attn: Bill
O’Dowd


	
to the
Purchaser:

	
T Squared Partners
LP

c/o T Squared
Capital LLC

PO Box
606

Fishers, IN
46038

Attn: Mark
Jensen






 

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.

 

11. 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.



 

7







 





 

12. 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 Purchaser makes any representation, warranty, covenant or
undertaking with respect to such matters.

 

13. 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.

 

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

 

15. 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 Purchaser hereunder may be assigned
by the Purchaser only with the prior written consent of the
Company.  The Company may not assign this Agreement
without the written consent of the Purchaser.

 

16. Blue
Sky Qualification.  The
purchase of the New Warrants and any issuance of Common Stock upon
the exercise thereof under this Agreement is expressly conditioned
upon the exemption from qualification of the offer and sale of the
New Warrants and Common Stock from applicable federal and state
securities laws.  The Company shall not be required to
qualify this transaction under the securities laws of any
jurisdiction, and should qualification be necessary, the Company
shall be released from any and all obligations to maintain its
offer, and may rescind any sale contracted, in the
jurisdiction.

 

17. 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.

 

[signature page follows]



 

8







 





 

IN WITNESS WHEREOF, this Agreement is
executed by each party as of the date first written
above.

 

 


	
PURCHASER:

T SQUARED PARTNERS
LP

By: /s/ Mark Jensen

Name: Mark
Jensen

Title: T Squared
Partners LP

	
COMPANY:

DOLPHIN DIGITAL
MEDIA, INC.

By: /s/ William
O’Dowd

Name: William H.
O’Dowd IV

Title: Chairman,
CEO






 

 



 

9







 





 


EXHIBIT A

 


Form of Warrant Agreement

 





 

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
ANY STATE  SECURITIES LAWS AND NEITHER SUCH SHARES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.

 

---------------------------------------

 

Dolphin
Digital Media, Inc.

 

COMMON
STOCK PURCHASE WARRANT “G”

 

 


	
Number of
Shares:

	
1,500,000

	
Holder: T Squared
Partners LP


	
 

	
 

	
c/o  T
Squared Capital LLC


	
Original Issue
Date:

	
November 4,
2016

	
Attn: Mark
Jensen


	
 

	
 

	
Title: Managing
Member


	
Initial Expiration
Date:

	
January 31,
2018

	
PO Box
606


	
 

	
unless otherwise
extended

pursuant to terms
herein

	
Fishers, IN
46038


	
Initial Exercise
Price per Share:

	
$5.00

	
Tel:
646-245-2465


	
 

	
 

	
Fax:
212-671-1403






 

Dolphin Digital
Media, Inc., a company organized and existing under the laws of the
State of Florida (the “Company”),
hereby certifies that, for value received, T Squared Partners LP, or its
registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company up to One Million Five Hundred
Thousand (1,500,000) shares (as adjusted from time to time as
provided in Section 7, the “Warrant
Shares”) of common stock, $0.015 par value (the
“Common
Stock”), of the Company at an initial price of Five
Dollars ($5.00) per Warrant Share (as adjusted from time to time as
provided in Section 7, the “Exercise
Price”), at any time and from time to time from and
after the date thereof and through and including 5:00 p.m. New York
City time on January 31, 2018, or unless extended pursuant to the
terms provided herein (the “Expiration Date”), and
subject to the following terms and conditions:

 

1.           Registration
of Warrant.  The Company shall register
this Warrant upon records to be maintained by the Company for that
purpose (the “Warrant
Register”), in the name of the record Warrant Holder
hereof from time to time.  The Company may deem and treat
the registered Warrant Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution
to the Warrant Holder, and for all other purposes, and the Company
shall not be affected by notice to the contrary.

 



 

10






 





 

2.           Investment
Representation.  The Warrant Holder by
accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an
affiliate for investment purposes and not with the view to any
offering or distribution and that the Warrant Holder will not sell
or otherwise dispose of this Warrant or the underlying Warrant
Shares in violation of applicable securities laws.  The
Warrant Holder acknowledges that the certificates representing any
Warrant Shares will bear a legend indicating that they have not
been registered under the United States Securities Act of 1933, as
amended (the “1933
Act”) and may not be sold by the Warrant Holder except
pursuant to an effective registration statement or pursuant to an
exemption from registration requirements of the 1933 Act and in
accordance with federal and state securities laws.  If
this Warrant was acquired by the Warrant Holder pursuant to the
exemption from the registration requirements of the 1933 Act
afforded by Regulation S thereunder, the Warrant Holder
acknowledges and covenants that this Warrant may not be exercised
by or on behalf of a Person during the one year distribution
compliance period (as defined in Regulation S) following the date
hereof.  “Person”
means an individual, partnership, firm, Limited Liability Company,
trust, joint venture, association, corporation, or any other legal
entity.

 

3.           Validity
of Warrant and Issue of Shares.  The Company represents and
warrants that this Warrant has been duly authorized and validly
issued and warrants and agrees that all of Common Stock that may be
issued upon the exercise of the rights represented by this Warrant
will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes,
liens and charges with respect to the issue thereof.  The
Company further warrants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient
number of Common Stock to provide for the exercise of the rights
represented by this Warrant.

 

4.           Registration
of Transfers and Exchange of Warrants.

 

a.           Subject
to compliance with the legend set forth on the face of this
Warrant, the Company shall register the transfer of any portion of
this Warrant in the Warrant Register, upon surrender of this
Warrant with the Form of Assignment attached hereto duly completed
and signed, to the Company at the office specified in or pursuant
to Section 12.  Upon any such registration or transfer, a
new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a “New
Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Warrant
Holder.  The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such
transferee of all of the rights and obligations of a Warrant Holder
of a Warrant.

 

b.           This
Warrant is exchangeable, upon the surrender hereof by the Warrant
Holder to the office of the Company specified in or pursuant to
Section 9 for one or more New Warrants, evidencing in the aggregate
the right to purchase the number of Warrant Shares which may then
be purchased hereunder.  Any such New Warrant will be
dated the date of such exchange.

 



 

11






 





 




5.

Exercise of
Warrants.





 

a.           Upon
surrender of this Warrant with the Form of Election to Purchase
attached hereto duly completed and signed to the Company, at its
address set forth in Section 12, and upon payment and delivery of
the Exercise Price per Warrant Share multiplied by the number of
Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash
or by certified or official bank check or checks, to the Company,
all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7
business days after the Date of Exercise (as defined herein)) issue
or cause to be issued  and cause to be delivered to or
upon the written order of the Warrant Holder and in such name or
names as the Warrant Holder may designate (subject to the
restrictions on transfer described in the legend set forth on the
face of this Warrant), a certificate for the Warrant Shares
issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by
the Warrant Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date
of Exercise of this Warrant.

 

b.           A
“Date of Exercise” means the date on which the Company
shall have received (i) this Warrant (or any New Warrant, as
applicable), with the Form of Election to Purchase attached hereto
(or attached to such New Warrant) appropriately completed and duly
signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the Warrant Holder to be
purchased.

 

c.           This
Warrant shall be exercisable at any time and from time to time for
such number of Warrant Shares as is indicated in the attached Form
of Election To Purchase.  If less than all of the Warrant
Shares which may be purchased under this Warrant are exercised at
any time, the Company shall issue or cause to be issued, at its
expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

 

d. (i)
Notwithstanding anything contained herein to the contrary but
subject to Section 6, the holder of this Warrant may, at its
election exercised in its sole discretion, exercise this Warrant in
whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of shares of Common
Stock determined according to the following formula (a
“Cashless Exercise”):

 

Net Number = (A x
(B - C))/B

 

(ii) For purposes
of the foregoing formula:

 

A= the total number
shares with respect to which this Warrant is then being
exercised.

 

B= the last
reported sale price (as reported by Bloomberg) of the Common Stock
on the trading day immediately preceding the date of the Exercise
Notice.

 

C= the Warrant
Exercise Price then in effect at the time of such
exercise.

 

e. The holder of
this Warrant agrees not to elect a Cashless Exercise for a period
so long as the exercise price of this warrant is above $0.01 per
share.



 

12






 





 

6.           Maximum
Exercise. The Warrant
Holder shall not be entitled to exercise this Warrant on a Date of Exercise in
connection with that number of shares of Common Stock which would
be in excess of the sum of (i) the number of shares of Common Stock
beneficially owned by the Warrant Holder and its affiliates on an
exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an exercise
date, which would result in beneficial ownership by the Warrant
Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock on such date. If the Warrant Holder is
unable to exercise this Warrant as a result that it would put them
over the 9.99% limitation this Warrant shall be extended until such
time as the Warrant Holder is able to exercise this warrant and
stay below the 9.99% limitation. This Section 6 may be waived or
amended only with the consent of the Holder and the Board of
Directors of the Company.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 there
under.

 

7.           Adjustment
of Exercise Price and Number of Shares.  The character of the shares
of stock or other securities at the time issuable upon exercise of
this Warrant and the Exercise Price therefore, are subject to
adjustment upon the occurrence of the following events, and all
such adjustments shall be cumulative:

 

a.           Adjustment
for Stock Splits, Stock Dividends, Recapitalizations,
Etc.  The Exercise Price of this Warrant and the
number of shares of Common Stock or other securities at the time
issuable upon exercise of this Warrant shall be appropriately
adjusted to reflect any stock dividend, stock split, combination of
shares, reclassification, recapitalization or other similar event
affecting the number of outstanding shares of stock or
securities.

 

b.           Adjustment
for Reorganization, Consolidation, Merger,
Etc.  In case of any consolidation or merger of
the Company with or into any other corporation, entity or person,
or any other corporate reorganization, in which the Company shall
not be the continuing or surviving entity of such consolidation,
merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"),
then, in each case, the holder of this Warrant, on exercise hereof
at any time after the consummation or effective date of such
Reorganization (the "Effective
Date"), shall receive, in lieu of the shares of stock or
other securities at any time issuable upon the exercise of the
Warrant issuable on such exercise prior to the Effective Date, the
stock and other securities and property (including cash) to which
such holder would have been entitled upon the Effective Date if
such holder had exercised this Warrant immediately prior thereto
(all subject to further adjustment as provided in this
Warrant).

 

c.           Certificate
as to Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the
exercise of this Warrant, the Company will promptly give written
notice thereof to the holder of this Warrant in the form of a
certificate, certified and confirmed by the Board of Directors of
the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment
or readjustment is based.



 

13






 





 

ii. The Company
sells grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the
exercise price per share of the warrant. In the event the Company
sells, grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the
current exercise price per share of the warrant, then the current
exercise price per share for the warrant that are outstanding shall
be reduced to such lower price per share. Such reduction shall be
made at the time such transaction is executed.

 

8.           Fractional
Shares.  The Company shall not be
required to issue or cause to be issued fractional Warrant Shares
on the exercise of this Warrant.  The number of full
Warrant Shares that shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of
Warrants Shares purchasable on exercise of this Warrant so
presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the
exercise of this Warrant, the Company shall, at its option, (i) pay
an amount in cash equal to the Exercise Price multiplied by such
fraction or (ii) round the number of Warrant Shares issuable, up to
the next whole number.

 

9.           Sale
or Merger of the Company.  Upon a Change in Control,
the restriction contained in Section 6 shall immediately be
released and the Warrant Holder will have the right to exercise
this Warrant concurrently with such Change in Control
event.  For purposes of this Warrant, the term
“Change in Control” shall mean a consolidation or
merger of the Company with or into another company or entity in
which the Company is not the surviving entity or the sale of all or
substantially all of the assets of the Company to another company
or entity not controlled by the then existing stockholders of the
Company in a transaction or series of transactions.

 

10.           Notice
of Intent to Sell or Merge the Company. The Company will give Warrant Holder
ten (10) business days’ notice before the event of a sale of
all or substantially all of the assets of the Company or the merger
or consolidation of the Company in a transaction in which the
Company is not the surviving entity.

 

11.           Issuance
of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or
a reclassification of Company shares of stock, which results in an
adjustment to the number of shares subject to this Warrant and/or
the Exercise Price hereunder, the Company agrees to issue to the
Warrant Holder a substitute Warrant reflecting the adjusted number
of shares and/or Exercise Price upon the surrender of this Warrant
to the Company.

 

12.           Notice.  All
notices and other communications hereunder shall be in writing and
shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially
received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date
delivered by an overnight courier service; or (iv) on the third
business day after it is mailed by registered or certified mail,
return receipt requested with postage and other fees prepaid as
follows:

 



 

14






 





 

 If to the Company:

 

Dolphin Digital
Media, Inc

 2151 Le Jeune Road, Suite
150-Mezzanine

 Coral Gables, Florida
33134

Attn. Bill
O’Dowd

 

If to the Warrant
Holder:

 

T Squared Partners
LP

 c/o T Squared Capital
LLC

 PO Box 606

 Fishers, IN
46038

 Attn: Mark
Jensen

 

 

14.           Reduction
of Exercise Price.
The Warrant Holder may over the term of the Warrant make a payment
to the Company for an equivalent amount of money to reduce the
exercise price of Warrant “G” until such time as the
exercise price of this Warrant is able to be exercised via a
cashless provision per Section 5 of this agreement.  Each
time a payment by the Warrant Holder is made to the Company, notice
will be delivered by the Warrant Holder stating the new effective
exercise price of Warrant “G” at that
time.  At such time when the Warrant Holder has paid a
total amount to effectively reduce the exercise price down to an
exercise price that is below the limitation in Section 5 of this
Warrant, then the Warrant Holder shall have the right to exercise
this Warrant via a cashless provision and hold for six months to
remove the legend under Rule 144.

 

15.           Restrictions
on Transfer.  Holder hereby agrees that
it will for no reason transfer the control of the Warrant into the
name of any other party that would result in the current
representative party (“Control Person(s)”) of the
entity or person(s) holding the Warrant, being another Control
Person(s), without first getting written permission from the
Company.

 

16.           Extension
of Initial Expiration Date.  The Initial Expiration Date
of the Warrant shall be extendable for an additional two (2) years
if the total consideration for the exercise of the Warrant is paid
by at least 90% prior to the Initial Expiration Date.

 



 

15






 





 

 




17.

Miscellaneous.





 

a.           This
Warrant shall be binding on and inure to the benefit of the parties
hereto and their respective successors and permitted
assigns.  This Warrant may be amended only by a writing
signed by the Company and the Warrant Holder.

 

b.           Nothing
in this Warrant shall be construed to give to any person or
corporation other than the Company and the Warrant Holder any legal
or equitable right, remedy or cause of action under this Warrant;
this Warrant shall be for the sole and exclusive benefit of the
Company and the Warrant Holder.

 

c.           This
Warrant shall be governed by, construed and enforced in accordance
with the internal laws of the State of Indiana without regard to
the principles of conflicts of law thereof.

 

d.           The
headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of
the provisions hereof.

 

e.           In
case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this
Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and
enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.

 

f.           The
Warrant Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at
law or equity, and the rights of the Warrant Holder are limited to
those expressed in this Warrant.

 

 

 

 

 

[SIGNATURES
ON FOLLOWING PAGE]

 



 

16






 





 

IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by the
authorized officer as of the Original Issue Date.

 

 

Dolphin Digital
Media, Inc., a Florida corporation

 

By:/s/William
O’Dowd                                           

Name: William
O’Dowd

Its: Chief
Executive Officer

 



 

17






 





 

 

FORM
OF ELECTION TO PURCHASE

 

(To be executed by
the Warrant Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

 

To: Dolphin Digital Media,
Inc.:

 

In accordance with
the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ______________
shares of Common Stock (“Common Stock”), $.015 par
value, of the Company and encloses the warrant and $______ for each
Warrant Share being purchased or an aggregate of $________________
in cash or certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant)
together with any applicable taxes payable by the undersigned
pursuant to the Warrant.

 

The undersigned
requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:

 


T Squared Partners
LP

 

Address:                                                                           

 

Address:                                                                           

 

46-5736138                                                                           

(Tax Identification
Number)

 

If the number of
shares of Common Stock issuable upon this exercise shall not be all
of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing
the right to purchase the shares of Common Stock not issuable
pursuant to the exercise evidenced hereby be issued in the name of
and delivered to:

 


T Squared Partners
LP

 

Address:                                                                           

 

Address:                                                                           

 

Dated:                                           

 

Name of Warrant
Holder:

 

(Print)                                                                           

 

(By:)                                                                

 

 (Name:)                                                                

 

 (Title:)                                                                           

 



 

18







 





 

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
ANY STATE  SECURITIES LAWS AND NEITHER SUCH SHARES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.

 

---------------------------------------

 

Dolphin
Digital Media, Inc.

 

COMMON
STOCK PURCHASE WARRANT “H”

 

 


	
Number of
Shares:

	
500,000

	
Holder: T Squared
Partners LP


	
 

	
 

	
c/o  T
Squared Capital LLC


	
Original Issue
Date:

	
November 4,
2016

	
Attn: Mark
Jensen


	
 

	
 

	
Title: Managing
Member


	
Initial Expiration
Date:

	
January 31,
2019

	
PO Box
606


	
 

	
unless otherwise
extended

pursuant to terms
herein

	
Fishers, IN
46038


	
Initial Exercise
Price per Share:

	
$6.00

	
Tel:
646-245-2465


	
 

	
 

	
Fax:
212-671-1403






 

Dolphin Digital
Media, Inc., a company organized and existing under the laws of the
State of Florida (the “Company”),
hereby certifies that, for value received, T Squared Partners LP, or its
registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company up to Five Hundred Thousand
(500,000) shares (as adjusted from time to time as provided in
Section 7, the “Warrant
Shares”) of common stock, $0.015 par value (the
“Common
Stock”), of the Company at an initial price of Six
Dollars ($6.00) per Warrant Share (as adjusted from time to time as
provided in Section 7, the “Exercise
Price”), at any time and from time to time from and
after the date thereof and through and including 5:00 p.m. New York
City time on January 31, 2019, or unless extended pursuant to the
terms provided herein (the “Expiration Date”), and
subject to the following terms and conditions:

 

1.           Registration
of Warrant.  The Company shall register
this Warrant upon records to be maintained by the Company for that
purpose (the “Warrant
Register”), in the name of the record Warrant Holder
hereof from time to time.  The Company may deem and treat
the registered Warrant Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution
to the Warrant Holder, and for all other purposes, and the Company
shall not be affected by notice to the contrary.

 



 

19






 





 

2.           Investment
Representation.  The Warrant Holder by
accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an
affiliate for investment purposes and not with the view to any
offering or distribution and that the Warrant Holder will not sell
or otherwise dispose of this Warrant or the underlying Warrant
Shares in violation of applicable securities laws.  The
Warrant Holder acknowledges that the certificates representing any
Warrant Shares will bear a legend indicating that they have not
been registered under the United States Securities Act of 1933, as
amended (the “1933
Act”) and may not be sold by the Warrant Holder except
pursuant to an effective registration statement or pursuant to an
exemption from registration requirements of the 1933 Act and in
accordance with federal and state securities laws.  If
this Warrant was acquired by the Warrant Holder pursuant to the
exemption from the registration requirements of the 1933 Act
afforded by Regulation S thereunder, the Warrant Holder
acknowledges and covenants that this Warrant may not be exercised
by or on behalf of a Person during the one year distribution
compliance period (as defined in Regulation S) following the date
hereof.  “Person”
means an individual, partnership, firm, Limited Liability Company,
trust, joint venture, association, corporation, or any other legal
entity.

 

3.           Validity
of Warrant and Issue of Shares.  The Company represents and
warrants that this Warrant has been duly authorized and validly
issued and warrants and agrees that all of Common Stock that may be
issued upon the exercise of the rights represented by this Warrant
will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes,
liens and charges with respect to the issue thereof.  The
Company further warrants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient
number of Common Stock to provide for the exercise of the rights
represented by this Warrant.

 

4.           Registration
of Transfers and Exchange of Warrants.

 

a.           Subject
to compliance with the legend set forth on the face of this
Warrant, the Company shall register the transfer of any portion of
this Warrant in the Warrant Register, upon surrender of this
Warrant with the Form of Assignment attached hereto duly completed
and signed, to the Company at the office specified in or pursuant
to Section 12.  Upon any such registration or transfer, a
new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a “New
Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Warrant
Holder.  The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such
transferee of all of the rights and obligations of a Warrant Holder
of a Warrant.

 

b.           This
Warrant is exchangeable, upon the surrender hereof by the Warrant
Holder to the office of the Company specified in or pursuant to
Section 9 for one or more New Warrants, evidencing in the aggregate
the right to purchase the number of Warrant Shares which may then
be purchased hereunder.  Any such New Warrant will be
dated the date of such exchange.

 



 

20






 





 




5.

Exercise of
Warrants.





 

a.           Upon
surrender of this Warrant with the Form of Election to Purchase
attached hereto duly completed and signed to the Company, at its
address set forth in Section 12, and upon payment and delivery of
the Exercise Price per Warrant Share multiplied by the number of
Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash
or by certified or official bank check or checks, to the Company,
all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7
business days after the Date of Exercise (as defined herein)) issue
or cause to be issued  and cause to be delivered to or
upon the written order of the Warrant Holder and in such name or
names as the Warrant Holder may designate (subject to the
restrictions on transfer described in the legend set forth on the
face of this Warrant), a certificate for the Warrant Shares
issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by
the Warrant Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date
of Exercise of this Warrant.

 

b.           A
“Date of Exercise” means the date on which the Company
shall have received (i) this Warrant (or any New Warrant, as
applicable), with the Form of Election to Purchase attached hereto
(or attached to such New Warrant) appropriately completed and duly
signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the Warrant Holder to be
purchased.

 

c.           This
Warrant shall be exercisable at any time and from time to time for
such number of Warrant Shares as is indicated in the attached Form
of Election To Purchase.  If less than all of the Warrant
Shares which may be purchased under this Warrant are exercised at
any time, the Company shall issue or cause to be issued, at its
expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

 

d. (i)
Notwithstanding anything contained herein to the contrary but
subject to Section 6, the holder of this Warrant may, at its
election exercised in its sole discretion, exercise this Warrant in
whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of shares of Common
Stock determined according to the following formula (a
“Cashless Exercise”):

 

Net Number = (A x
(B - C))/B

 

(ii) For purposes
of the foregoing formula:

 

A= the total number
shares with respect to which this Warrant is then being
exercised.

 

B= the last
reported sale price (as reported by Bloomberg) of the Common Stock
on the trading day immediately preceding the date of the Exercise
Notice.

 

C= the Warrant
Exercise Price then in effect at the time of such
exercise.

 

e. The holder of
this Warrant agrees not to elect a Cashless Exercise for a period
so long as the exercise price of this warrant is above $0.01 per
share.



 

21






 





 

6.           Maximum
Exercise. The Warrant
Holder shall not be entitled to exercise this Warrant on a Date of Exercise in
connection with that number of shares of Common Stock which would
be in excess of the sum of (i) the number of shares of Common Stock
beneficially owned by the Warrant Holder and its affiliates on an
exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an exercise
date, which would result in beneficial ownership by the Warrant
Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock on such date. If the Warrant Holder is
unable to exercise this Warrant as a result that it would put them
over the 9.99% limitation this Warrant shall be extended until such
time as the Warrant Holder is able to exercise this warrant and
stay below the 9.99% limitation. This Section 6 may be waived or
amended only with the consent of the Holder and the Board of
Directors of the Company.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 there
under.

 

7.           Adjustment
of Exercise Price and Number of Shares.  The character of the shares
of stock or other securities at the time issuable upon exercise of
this Warrant and the Exercise Price therefore, are subject to
adjustment upon the occurrence of the following events, and all
such adjustments shall be cumulative:

 

a.           Adjustment
for Stock Splits, Stock Dividends, Recapitalizations,
Etc.  The Exercise Price of this Warrant and the
number of shares of Common Stock or other securities at the time
issuable upon exercise of this Warrant shall be appropriately
adjusted to reflect any stock dividend, stock split, combination of
shares, reclassification, recapitalization or other similar event
affecting the number of outstanding shares of stock or
securities.

 

b.           Adjustment
for Reorganization, Consolidation, Merger,
Etc.  In case of any consolidation or merger of
the Company with or into any other corporation, entity or person,
or any other corporate reorganization, in which the Company shall
not be the continuing or surviving entity of such consolidation,
merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"),
then, in each case, the holder of this Warrant, on exercise hereof
at any time after the consummation or effective date of such
Reorganization (the "Effective
Date"), shall receive, in lieu of the shares of stock or
other securities at any time issuable upon the exercise of the
Warrant issuable on such exercise prior to the Effective Date, the
stock and other securities and property (including cash) to which
such holder would have been entitled upon the Effective Date if
such holder had exercised this Warrant immediately prior thereto
(all subject to further adjustment as provided in this
Warrant).

 

c.           Certificate
as to Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the
exercise of this Warrant, the Company will promptly give written
notice thereof to the holder of this Warrant in the form of a
certificate, certified and confirmed by the Board of Directors of
the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment
or readjustment is based.



 

22






 





 

ii. The Company
sells grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the
exercise price per share of the warrant. In the event the Company
sells, grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the
current exercise price per share of the warrant, then the current
exercise price per share for the warrant that are outstanding shall
be reduced to such lower price per share. Such reduction shall be
made at the time such transaction is executed.

 

8.           Fractional
Shares.  The Company shall not be
required to issue or cause to be issued fractional Warrant Shares
on the exercise of this Warrant.  The number of full
Warrant Shares that shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of
Warrants Shares purchasable on exercise of this Warrant so
presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the
exercise of this Warrant, the Company shall, at its option, (i) pay
an amount in cash equal to the Exercise Price multiplied by such
fraction or (ii) round the number of Warrant Shares issuable, up to
the next whole number.

 

9.           Sale
or Merger of the Company.  Upon a Change in Control,
the restriction contained in Section 6 shall immediately be
released and the Warrant Holder will have the right to exercise
this Warrant concurrently with such Change in Control
event.  For purposes of this Warrant, the term
“Change in Control” shall mean a consolidation or
merger of the Company with or into another company or entity in
which the Company is not the surviving entity or the sale of all or
substantially all of the assets of the Company to another company
or entity not controlled by the then existing stockholders of the
Company in a transaction or series of transactions.

 

10.           Notice
of Intent to Sell or Merge the Company. The Company will give Warrant Holder
ten (10) business days’ notice before the event of a sale of
all or substantially all of the assets of the Company or the merger
or consolidation of the Company in a transaction in which the
Company is not the surviving entity.

 

11.           Issuance
of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or
a reclassification of Company shares of stock, which results in an
adjustment to the number of shares subject to this Warrant and/or
the Exercise Price hereunder, the Company agrees to issue to the
Warrant Holder a substitute Warrant reflecting the adjusted number
of shares and/or Exercise Price upon the surrender of this Warrant
to the Company.

 

12.           Notice.  All
notices and other communications hereunder shall be in writing and
shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially
received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date
delivered by an overnight courier service; or (iv) on the third
business day after it is mailed by registered or certified mail,
return receipt requested with postage and other fees prepaid as
follows:



 

23






 





 

 If to the Company:

 

Dolphin Digital
Media, Inc

 2151 Le Jeune Road, Suite
150-Mezzanine

 Coral Gables, Florida
33134

Attn. Bill
O’Dowd

 

If to the Warrant
Holder:

 

T Squared Partners
LP

 c/o T Squared Capital
LLC

 PO Box 606

 Fishers, IN
46038

 Attn: Mark
Jensen

 

 

14.           Reduction
of Exercise Price.
The Warrant Holder may over the term of the Warrant make a payment
to the Company for an equivalent amount of money to reduce the
exercise price of Warrant “H” until such time as the
exercise price of this Warrant is able to be exercised via a
cashless provision per Section 5 of this agreement.  Each
time a payment by the Warrant Holder is made to the Company, notice
will be delivered by the Warrant Holder stating the new effective
exercise price of Warrant “H” at that
time.  At such time when the Warrant Holder has paid a
total amount to effectively reduce the exercise price down to an
exercise price that is below the limitation in Section 5 of this
Warrant, then the Warrant Holder shall have the right to exercise
this Warrant via a cashless provision and hold for six months to
remove the legend under Rule 144.

 

15.           Restrictions
on Transfer.  Holder hereby agrees that
it will for no reason transfer the control of the Warrant into the
name of any other party that would result in the current
representative party (“Control Person(s)”) of the
entity or person(s) holding the Warrant, being another Control
Person(s), without first getting written permission from the
Company.

 

16.           Extension
of Initial Expiration Date.  The Initial Expiration Date
of the Warrant shall be extendable for an additional two (2) years
if the total consideration for the exercise of the Warrant is paid
by at least 90% prior to the Initial Expiration Date.

 



 

24






 





 

 




17.

Miscellaneous.





 

a.           This
Warrant shall be binding on and inure to the benefit of the parties
hereto and their respective successors and permitted
assigns.  This Warrant may be amended only by a writing
signed by the Company and the Warrant Holder.

 

b.           Nothing
in this Warrant shall be construed to give to any person or
corporation other than the Company and the Warrant Holder any legal
or equitable right, remedy or cause of action under this Warrant;
this Warrant shall be for the sole and exclusive benefit of the
Company and the Warrant Holder.

 

c.           This
Warrant shall be governed by, construed and enforced in accordance
with the internal laws of the State of Indiana without regard to
the principles of conflicts of law thereof.

 

d.           The
headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of
the provisions hereof.

 

e.           In
case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this
Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and
enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.

 

f.           The
Warrant Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at
law or equity, and the rights of the Warrant Holder are limited to
those expressed in this Warrant.

 

 

 

 

 

[SIGNATURES
ON FOLLOWING PAGE]



 

25






 





 

IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by the
authorized officer as of the Original Issue Date.

 

 

Dolphin Digital
Media, Inc., a Florida corporation

 

 

 

By: /s/ William
O’Dowd

 

Name: William
O’Dowd

 

Its: Chief
Executive Officer



 

26






 





 

FORM
OF ELECTION TO PURCHASE

 

(To be executed by
the Warrant Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

 

 

To:  Dolphin
Digital Media, Inc.:

 

In accordance with
the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ______________
shares of Common Stock (“Common Stock”), $.015 par
value, of the Company and encloses the warrant and $______ for each
Warrant Share being purchased or an aggregate of $________________
in cash or certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant)
together with any applicable taxes payable by the undersigned
pursuant to the Warrant.

 

 

The undersigned
requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:

 


T Squared Partners
LP

 

Address:                                                                           

 

Address:

 

46-5736138


(Tax Identification
Number)

 

If the number of
shares of Common Stock issuable upon this exercise shall not be all
of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing
the right to purchase the shares of Common Stock not issuable
pursuant to the exercise evidenced hereby be issued in the name of
and delivered to:

 


T Squared Partners
LP

 

Address:                                                                           

 

Address:                                                                           

 

Dated:                                           

 

Name of Warrant
Holder:

 

(Print)                                                                           

 

(By:)                                                                

 

 (Name:)                                                                

 

 (Title:)                                                                           

 



 

27







 





 

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR
ANY STATE  SECURITIES LAWS AND NEITHER SUCH SHARES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT.

 

---------------------------------------

 

Dolphin
Digital Media, Inc.

 

COMMON
STOCK PURCHASE WARRANT “I”

 

 


	
Number of
Shares:

	
500,000

	
Holder: T Squared
Partners LP


	
 

	
 

	
c/o  T
Squared Capital LLC


	
Original Issue
Date:

	
November 4,
2016

	
Attn: Mark
Jensen


	
 

	
 

	
Title: Managing
Member


	
Initial Expiration
Date:

	
January 31,
2020

	
PO Box
606


	
 

	
unless otherwise
extended

pursuant to terms
herein

	
Fishers, IN
46038


	
Initial Exercise
Price per Share:

	
$7.00

	
Tel:
646-245-2465


	
 

	
 

	
Fax:
212-671-1403






 

Dolphin Digital
Media, Inc., a company organized and existing under the laws of the
State of Florida (the “Company”),
hereby certifies that, for value received, T Squared Partners LP, or its
registered assigns (the “Warrant
Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company up to Five Hundred Thousand
(500,000) shares (as adjusted from time to time as provided in
Section 7, the “Warrant
Shares”) of common stock, $0.015 par value (the
“Common
Stock”), of the Company at an initial price of Seven
Dollars ($7.00) per Warrant Share (as adjusted from time to time as
provided in Section 7, the “Exercise
Price”), at any time and from time to time from and
after the date thereof and through and including 5:00 p.m. New York
City time on January 31, 2020, or unless extended pursuant to the
terms provided herein (the “Expiration Date”), and
subject to the following terms and conditions:

 

1.           Registration
of Warrant.  The Company shall register
this Warrant upon records to be maintained by the Company for that
purpose (the “Warrant
Register”), in the name of the record Warrant Holder
hereof from time to time.  The Company may deem and treat
the registered Warrant Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution
to the Warrant Holder, and for all other purposes, and the Company
shall not be affected by notice to the contrary.



 

28






 





 

2.           Investment
Representation.  The Warrant Holder by
accepting this Warrant represents that the Warrant Holder is
acquiring this Warrant for its own account or the account of an
affiliate for investment purposes and not with the view to any
offering or distribution and that the Warrant Holder will not sell
or otherwise dispose of this Warrant or the underlying Warrant
Shares in violation of applicable securities laws.  The
Warrant Holder acknowledges that the certificates representing any
Warrant Shares will bear a legend indicating that they have not
been registered under the United States Securities Act of 1933, as
amended (the “1933
Act”) and may not be sold by the Warrant Holder except
pursuant to an effective registration statement or pursuant to an
exemption from registration requirements of the 1933 Act and in
accordance with federal and state securities laws.  If
this Warrant was acquired by the Warrant Holder pursuant to the
exemption from the registration requirements of the 1933 Act
afforded by Regulation S thereunder, the Warrant Holder
acknowledges and covenants that this Warrant may not be exercised
by or on behalf of a Person during the one year distribution
compliance period (as defined in Regulation S) following the date
hereof.  “Person”
means an individual, partnership, firm, Limited Liability Company,
trust, joint venture, association, corporation, or any other legal
entity.

 

3.           Validity
of Warrant and Issue of Shares.  The Company represents and
warrants that this Warrant has been duly authorized and validly
issued and warrants and agrees that all of Common Stock that may be
issued upon the exercise of the rights represented by this Warrant
will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes,
liens and charges with respect to the issue thereof.  The
Company further warrants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient
number of Common Stock to provide for the exercise of the rights
represented by this Warrant.

 

4.           Registration
of Transfers and Exchange of Warrants.

 

a.           Subject
to compliance with the legend set forth on the face of this
Warrant, the Company shall register the transfer of any portion of
this Warrant in the Warrant Register, upon surrender of this
Warrant with the Form of Assignment attached hereto duly completed
and signed, to the Company at the office specified in or pursuant
to Section 12.  Upon any such registration or transfer, a
new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a “New
Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Warrant
Holder.  The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such
transferee of all of the rights and obligations of a Warrant Holder
of a Warrant.

 

b.           This
Warrant is exchangeable, upon the surrender hereof by the Warrant
Holder to the office of the Company specified in or pursuant to
Section 9 for one or more New Warrants, evidencing in the aggregate
the right to purchase the number of Warrant Shares which may then
be purchased hereunder.  Any such New Warrant will be
dated the date of such exchange.



 

29






 





 




5.

Exercise of
Warrants.





 

a.           Upon
surrender of this Warrant with the Form of Election to Purchase
attached hereto duly completed and signed to the Company, at its
address set forth in Section 12, and upon payment and delivery of
the Exercise Price per Warrant Share multiplied by the number of
Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash
or by certified or official bank check or checks, to the Company,
all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7
business days after the Date of Exercise (as defined herein)) issue
or cause to be issued  and cause to be delivered to or
upon the written order of the Warrant Holder and in such name or
names as the Warrant Holder may designate (subject to the
restrictions on transfer described in the legend set forth on the
face of this Warrant), a certificate for the Warrant Shares
issuable upon such exercise, with such restrictive legend as
required by the 1933 Act.  Any person so designated by
the Warrant Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date
of Exercise of this Warrant.

 

b.           A
“Date of Exercise” means the date on which the Company
shall have received (i) this Warrant (or any New Warrant, as
applicable), with the Form of Election to Purchase attached hereto
(or attached to such New Warrant) appropriately completed and duly
signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the Warrant Holder to be
purchased.

 

c.           This
Warrant shall be exercisable at any time and from time to time for
such number of Warrant Shares as is indicated in the attached Form
of Election To Purchase.  If less than all of the Warrant
Shares which may be purchased under this Warrant are exercised at
any time, the Company shall issue or cause to be issued, at its
expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

 

d. (i)
Notwithstanding anything contained herein to the contrary but
subject to Section 6, the holder of this Warrant may, at its
election exercised in its sole discretion, exercise this Warrant in
whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of shares of Common
Stock determined according to the following formula (a
“Cashless Exercise”):

 

Net Number = (A x
(B - C))/B

 

(ii) For purposes
of the foregoing formula:

 

A= the total number
shares with respect to which this Warrant is then being
exercised.

 

B= the last
reported sale price (as reported by Bloomberg) of the Common Stock
on the trading day immediately preceding the date of the Exercise
Notice.

 

C= the Warrant
Exercise Price then in effect at the time of such
exercise.

 

e. The holder of
this Warrant agrees not to elect a Cashless Exercise for a period
so long as the exercise price of this warrant is above $0.01 per
share.



 

30






 





 

6.           Maximum
Exercise. The Warrant
Holder shall not be entitled to exercise this Warrant on a Date of Exercise in
connection with that number of shares of Common Stock which would
be in excess of the sum of (i) the number of shares of Common Stock
beneficially owned by the Warrant Holder and its affiliates on an
exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which
the determination of this limitation is being made on an exercise
date, which would result in beneficial ownership by the Warrant
Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock on such date. If the Warrant Holder is
unable to exercise this Warrant as a result that it would put them
over the 9.99% limitation this Warrant shall be extended until such
time as the Warrant Holder is able to exercise this warrant and
stay below the 9.99% limitation. This Section 6 may be waived or
amended only with the consent of the Holder and the Board of
Directors of the Company.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 there
under.

 

7.           Adjustment
of Exercise Price and Number of Shares.  The character of the shares
of stock or other securities at the time issuable upon exercise of
this Warrant and the Exercise Price therefore, are subject to
adjustment upon the occurrence of the following events, and all
such adjustments shall be cumulative:

 

a.           Adjustment
for Stock Splits, Stock Dividends, Recapitalizations,
Etc.  The Exercise Price of this Warrant and the
number of shares of Common Stock or other securities at the time
issuable upon exercise of this Warrant shall be appropriately
adjusted to reflect any stock dividend, stock split, combination of
shares, reclassification, recapitalization or other similar event
affecting the number of outstanding shares of stock or
securities.

 

b.           Adjustment
for Reorganization, Consolidation, Merger,
Etc.  In case of any consolidation or merger of
the Company with or into any other corporation, entity or person,
or any other corporate reorganization, in which the Company shall
not be the continuing or surviving entity of such consolidation,
merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"),
then, in each case, the holder of this Warrant, on exercise hereof
at any time after the consummation or effective date of such
Reorganization (the "Effective
Date"), shall receive, in lieu of the shares of stock or
other securities at any time issuable upon the exercise of the
Warrant issuable on such exercise prior to the Effective Date, the
stock and other securities and property (including cash) to which
such holder would have been entitled upon the Effective Date if
such holder had exercised this Warrant immediately prior thereto
(all subject to further adjustment as provided in this
Warrant).

 

c.           Certificate
as to Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the
exercise of this Warrant, the Company will promptly give written
notice thereof to the holder of this Warrant in the form of a
certificate, certified and confirmed by the Board of Directors of
the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment
or readjustment is based.



 

31






 





 

ii. The Company
sells grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the
exercise price per share of the warrant. In the event the Company
sells, grants or issues any shares, options, warrants, or any
instrument convertible into shares or equity in any form below the
current exercise price per share of the warrant, then the current
exercise price per share for the warrant that are outstanding shall
be reduced to such lower price per share. Such reduction shall be
made at the time such transaction is executed.

 

8.           Fractional
Shares.  The Company shall not be
required to issue or cause to be issued fractional Warrant Shares
on the exercise of this Warrant.  The number of full
Warrant Shares that shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of
Warrants Shares purchasable on exercise of this Warrant so
presented.  If any fraction of a Warrant Share would,
except for the provisions of this Section 8, be issuable on the
exercise of this Warrant, the Company shall, at its option, (i) pay
an amount in cash equal to the Exercise Price multiplied by such
fraction or (ii) round the number of Warrant Shares issuable, up to
the next whole number.

 

9.           Sale
or Merger of the Company.  Upon a Change in Control,
the restriction contained in Section 6 shall immediately be
released and the Warrant Holder will have the right to exercise
this Warrant concurrently with such Change in Control
event.  For purposes of this Warrant, the term
“Change in Control” shall mean a consolidation or
merger of the Company with or into another company or entity in
which the Company is not the surviving entity or the sale of all or
substantially all of the assets of the Company to another company
or entity not controlled by the then existing stockholders of the
Company in a transaction or series of transactions.

 

10.           Notice
of Intent to Sell or Merge the Company. The Company will give Warrant Holder
ten (10) business days’ notice before the event of a sale of
all or substantially all of the assets of the Company or the merger
or consolidation of the Company in a transaction in which the
Company is not the surviving entity.

 

11.           Issuance
of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or
a reclassification of Company shares of stock, which results in an
adjustment to the number of shares subject to this Warrant and/or
the Exercise Price hereunder, the Company agrees to issue to the
Warrant Holder a substitute Warrant reflecting the adjusted number
of shares and/or Exercise Price upon the surrender of this Warrant
to the Company.

 

12.           Notice.  All
notices and other communications hereunder shall be in writing and
shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially
received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date
delivered by an overnight courier service; or (iv) on the third
business day after it is mailed by registered or certified mail,
return receipt requested with postage and other fees prepaid as
follows:



 

32






 





 

 If to the Company:

 

Dolphin Digital
Media, Inc

 2151 Le Jeune Road, Suite
150-Mezzanine

 Coral Gables, Florida
33134

Attn. Bill
O’Dowd

 

If to the Warrant
Holder:

 

T Squared Partners
LP

 c/o T Squared Capital
LLC

 PO Box 606

 Fishers, IN
46038

 Attn: Mark
Jensen

 

 

14.           Reduction
of Exercise Price.
The Warrant Holder may over the term of the Warrant make a payment
to the Company for an equivalent amount of money to reduce the
exercise price of Warrant “I” until such time as the
exercise price of this Warrant is able to be exercised via a
cashless provision per Section 5 of this agreement.  Each
time a payment by the Warrant Holder is made to the Company, notice
will be delivered by the Warrant Holder stating the new effective
exercise price of Warrant “I” at that
time.  At such time when the Warrant Holder has paid a
total amount to effectively reduce the exercise price down to an
exercise price that is below the limitation in Section 5 of this
Warrant, then the Warrant Holder shall have the right to exercise
this Warrant via a cashless provision and hold for six months to
remove the legend under Rule 144.

 

15.           Restrictions
on Transfer.  Holder hereby agrees that
it will for no reason transfer the control of the Warrant into the
name of any other party that would result in the current
representative party (“Control Person(s)”) of the
entity or person(s) holding the Warrant, being another Control
Person(s), without first getting written permission from the
Company.

 

16.           Extension
of Initial Expiration Date.  The Initial Expiration Date
of the Warrant shall be extendable for an additional two (2) years
if the total consideration for the exercise of the Warrant is paid
by at least 90% prior to the Initial Expiration Date.

 



 

33






 





 

 




17.

Miscellaneous.





 

a.           This
Warrant shall be binding on and inure to the benefit of the parties
hereto and their respective successors and permitted
assigns.  This Warrant may be amended only by a writing
signed by the Company and the Warrant Holder.

 

b.           Nothing
in this Warrant shall be construed to give to any person or
corporation other than the Company and the Warrant Holder any legal
or equitable right, remedy or cause of action under this Warrant;
this Warrant shall be for the sole and exclusive benefit of the
Company and the Warrant Holder.

 

c.           This
Warrant shall be governed by, construed and enforced in accordance
with the internal laws of the State of Indiana without regard to
the principles of conflicts of law thereof.

 

d.           The
headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of
the provisions hereof.

 

e.           In
case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this
Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and
enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.

 

f.           The
Warrant Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at
law or equity, and the rights of the Warrant Holder are limited to
those expressed in this Warrant.

 

 

[SIGNATURES
ON FOLLOWING PAGE]



 

34






 





 

IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by the
authorized officer as of the Original Issue Date.

 

 

Dolphin Digital
Media, Inc., a Florida corporation

 

 

 

By: /s/William
O’Dowd                             



Name: William
O’Dowd

 

Its:   Chief
Executive Officer

 



 

35






 





 

FORM
OF ELECTION TO PURCHASE

 

(To be executed by
the Warrant Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

 

To: Dolphin Digital Media,
Inc.:

 

In accordance with
the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ______________
shares of Common Stock (“Common Stock”), $.015 par
value, of the Company and encloses the warrant and $______ for each
Warrant Share being purchased or an aggregate of $________________
in cash or certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant)
together with any applicable taxes payable by the undersigned
pursuant to the Warrant.

 

The undersigned
requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:

 


T Squared Partners
LP

 

Address:                                                                           

 

Address:                                                                           

 


46-5736138

(Tax Identification
Number)

 

If the number of
shares of Common Stock issuable upon this exercise shall not be all
of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing
the right to purchase the shares of Common Stock not issuable
pursuant to the exercise evidenced hereby be issued in the name of
and delivered to:

 


T Squared Partners
LP

 

Address:                                                                           

 

Address:                                                                           

 

 

Dated:                                           

 

Name of Warrant
Holder:

 

(Print)                                                                           

 

(By:)                                                                

 

 (Name:)                                                                

 

 (Title:)                                                                           

 



 

36







 





 


EXHIBIT B

 


Definition Accredited Investor

 

Accredited investor means any person
who comes within any of the following categories:

 

 

1. Any bank as defined
in section 3(a)(2) of the Securities Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A)
of the Securities Act whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to section 15 of
the Securities Exchange Act of 1934; any insurance company as
defined in section 2(a)(13) of the Securities Act; any investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of that
Act; any Small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess
of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in section 3(21)
of such act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or,
if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;

 

2. Any private
business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940;

 

3. Any organization
described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of
$5,000,000;

 

4. Any director,
executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that
issuer;

 

5. Any natural person
whose individual net worth, or joint net worth with that person's
spouse, exceeds $1,000,000;

 

a. Except as provided
in paragraph (b) of this section, for purposes of calculating net
worth under this paragraph:

 

(i)           The
person’s primary residence shall not be included as an
asset;

 

(ii)           Indebtedness
that is secured by the person’s primary residence, up to the
estimated fair market value of the primary residence at the time of
the sale of securities, shall not be included as a liability
(except that if the amount of such indebtedness outstanding at the
time of the sale of securities exceeds the amount outstanding 60
days before such time, other than as a result of the acquisition of
the primary residence, the amount of such excess shall be included
as a liability); and

 



 

37







 





 

(iii)           
Indebtedness that is secured by the person’s primary
residence in excess of the estimated fair market value of the
primary residence at the time of the sale of securities shall be
included as a liability.

 

b. Paragraph (a) of
this section will not apply to any calculation of a person’s
net worth made in connection with a purchase of securities in
accordance with a right to purchase such securities, provided
that:

 

(i)           such
right was held by the person on July 20, 2010;

 

(ii)           the
person qualified as an accredited investor on the basis of net
worth at the time the person acquired such right; and

 

(iii)           the
person held securities of the same issuer, other than such right,
on July 20, 2010.

 

6. Any natural person
who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current
year;

 

7. Any trust, with
total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule
506(b)(2)(ii); and

 

8. Any entity in which
all of the equity owners are accredited investors.



 

38







 





 


EXHIBIT C

Accredited
Investor Questionnaire

 

ALL INFORMATION
FURNISHED IN THIS

QUESTIONNAIRE WILL
BE TREATED CONFIDENTIALLY

 

The information
contained in this questionnaire is being furnished to Dolphin
Films, Inc., a Florida corporation (the “Company”), in
order that the Company may determine whether an offer to exchange
your current notes for new notes and a participation interest, as
described in the Amended and Restated Loan Agreement (the
“Securities”), may be made to you, as an investor, in
light of the requirements of Regulation D promulgated under the
Securities Act of 1933, as amended, and certain exemptions
contained in state securities laws. You understand that the
information is needed for the Company to determine whether it has
reasonable grounds to believe that you are an “accredited
investor” as that term is defined in Regulation D and that
you have such knowledge and experience in financial, investment and
business matters that you are capable of evaluating the merits and
risks of the investment in the Company’s
Securities.  You understand that (a) the Company will
rely on the information contained herein for purposes of such
determination, (b) the Securities may not be registered under the
Securities Act, (c) the Securities may not be registered under the
securities laws of any state, and (d) this questionnaire is not an
offer to acquire the Securities or any other securities in any case
where such offer would not be legally permitted.

 

Your answers will
be kept confidential at all times.  However, by signing
this questionnaire, you agree that the Company may present this
questionnaire to such parties as it deems appropriate to establish
the availability of exemptions from registration under state and
federal security laws.

 

NOTE:  Individual
investors should complete the questionnaire beginning with Part I
on this page while non-individual investors such as corporations,
partnerships, trusts and other entities should complete the
questionnaire beginning with Part II.

 

I.  INDIVIDUAL
INVESTORS:

 

(Investors other
than natural persons (for example, corporations, limited liability
companies,

 

partnerships and
trusts) should turn to Part II)

 

1.           Personal

 

Name: 

 

Residence
Address: 

 

City, State
Zip: 

 

Telephone: 

 

Email
Address: 



 

39







 





 




2.

Income





 




(a)

Do you reasonably
expect either your
own income from all sources during the current year to exceed
$200,000 or the
joint income of you and your spouse (if married) from all sources
during the current year to exceed $300,000?





 

 Yes
☐                     
No ☐

 

(b)      What
percentage of your income as shown above is anticipated to be
derived from sources other than salary?

 

_____________________________________________________________________

 




(c)

Was either your yearly income from
all sources during each of the last two years in excess of $200,000
or was the joint
income of you and your spouse (if married) from all sources during
each of such years in excess of $300,000?





 

 Yes
☐                     
No ☐

 

3.           Net
Worth

 

Is your net worth
as of the date of this questionnaire, together with the net worth
of your spouse, in excess of $1,000,000?

 

 Yes
☐                     
No ☐

 

Note:  When
determining your net worth, the value of your primary residence
(i.e., the home where you live most of the time) should not be
included as an asset. Indebtedness secured by your primary
residence, up to its estimated fair market value at the time of the
sale of the securities, should not be included as a liability
(except that if the amount of the indebtedness outstanding at the
time of the sale of the securities exceeds the amount outstanding
60 days before that time, other than as a result of the acquisition
of the primary residence, the amount of the excess should be
included as a liability). Indebtedness secured by your primary
residence in excess of the estimated fair market value of the
primary residence at the time of the sale of the securities should
be considered a liability and deducted from net worth.

 

PLEASE TURN TO PART
III OF THIS QUESTIONNAIRE



 

40







 





 

II.  NON-INDIVIDUAL
INVESTORS:*

 




*

If
Company membership interest units are held by more than one
affiliated entity, please complete a copy of this questionnaire for
EACH
entity.





 

1.           Identification

 

Name:

Address of
Principal Place of Business:

City, State
Zip:

Jurisdiction of
Formation or Incorporation:

Type of Entity
(corporation, partnership, trust, etc.):

Contact
Person:

Telephone
Number:

Facsimile
Number:

 

Was entity formed
for the purpose of investing in securities of the
Company?

 

 Yes 
☐                      No ☐

 

If
the answer is YES, then ALL shareholders, partners or
other equity owners must answer Part I of this
Questionnaire.  If the above answer is no, please
continue completing this form.

 

2.           Business

 

Please check the
appropriate box to indicate which of the following accurately
describes the nature of the business conducted by the receiving
entity:

 



☐ 

a corporation,
organization described in Section 501(c)(3) of the Internal
Revenue Code, a Massachusetts or similar business trust or a
partnership, in each case, not formed for the purpose of this
investment, with total assets in excess of
$5,000,000;





 



☐ 

private business
development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940 [a
U.S. venture capital fund which invests primarily through private
placements in non-publicly traded securities and makes available
(either directly or through co-investors) to the portfolio
companies significant guidance concerning management, operations or
business objectives];





 



☐ 

a Small Business
Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;





 



☐

an investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that
Act;





 



☐

a bank as defined
in Section 3(a)(2) or a savings and loan association or other
institution defined in Section 3(a)(5)(A) of the Securities
Act of 1933 acting in either an individual or fiduciary
capacity;





 



☐

an insurance
company as defined in Section 2(13) of the Securities Act of
1933;





 



☐

an employee benefit
plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974 whose investment decision is made by a
fiduciary which is either a bank, savings and loan association,
insurance company, or registered investment advisor, or whose total
assets exceed $5,000,000, or, if a self-directed plan, a plan whose
investment decisions are made solely by  persons who are
accredited investors;





 



☐

an entity not
located in the U.S. and whose equity owners are neither U.S.
citizens nor U.S. residents;





 



☐

a trust with total
assets in excess of $5,000,000 whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of the
Securities Act of 1933;





 



 

41







 





 



☐ 

a trust that may be
amended or revoked at any time by the grantors and whose grantors
are accredited investors [Those
persons must complete Part I of this
questionnaire];





 



☐ 

An entity in which
all of the equity owners (this does not apply to beneficiaries of a
conventional trust, as compared to a business trust, a real estate
trust or similar entities) are accredited investors [Please attach a list of equity owners. All
equity owners will need to complete Part I of this
questionnaire.]





 



☐ 

A broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934,
as amended;





 



☐ 

A plan established
and maintained by a state, its political subdivisions or any agency
or instrumentality of a state or its political subdivisions, for
the benefit of its employees with total assets in excess of
$5,000,000;





 



☐

Other.
Describe:____________________________________________________________________________________________________









 





 

42







 





III.
RULE 506 DISQUALIFICATION
EVENTS

 

1.           Have
you been convicted, within ten (10) years of the date hereof of any
felony or misdemeanor:

 



● 

in connection with
the purchase or sale of any security;







● 

involving the
making of any false filing with the SEC; or







●  

arising out of the
conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment advisor or paid solicitor
of purchasers of securities?





 

 Yes
_____                      No
_____

 

 If yes, please
explain.

 

 

2.           Are
you subject to any order, judgment or decree of any court of
competent jurisdiction, entered within five (5) years of the date hereof,
that, on the date hereof, restrains or enjoins you from engaging or
continuing to engage in any conduct or
practice:

 



● 

in connection with
the purchase or sale of any security;







●  

involving the
making of any false filing with the SEC; or







●  

arising out of the
conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment advisor or paid solicitor
of purchasers of securities?





 

Yes
_____                      No
_____

 

If yes, please
explain.

 

 

3.           Are
you subject to a final order of a state securities commission (or
an agency or officer of a state performing like functions); a state authority
that supervises or examines banks, savings associations, or credit
unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate
federal banking agency; the Commodity Futures Trading Commission;
or the National Credit Union Administration that:

 

Yes
_____                      No
_____

 

If yes, please
explain.

 

4.           Are
you subject to an order of the SEC entered pursuant to Section
15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange
Act”) or Section 203(e) or 203(f) of the Investment Advisers
Act of 1940 (the “Advisers Act”) that,
on the date hereof:

 



●  

suspends or revokes
your registration as a broker, dealer, municipal securities dealer
or investment adviser;







●  

places on you
limitations on the activities, functions or operations of, or
imposes civil money penalties; or







●  

bars you from being
associated with any entity or from participating in the offering of
any penny stock?





 

Yes
_____                      No
_____

 

If yes, please
explain.



 

43







 





 

5.           Are
you subject to any order of the SEC, entered within five (5) years
of the date hereof, that, on the date hereof, orders you to cease and
desist from committing or causing a violation of or future
violation of:

 



●  

any scienter-based
anti-fraud provision of the federal securities laws, including, but
not limited to, Section 17(a)(1) of the Securities Act, Section
10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
206(1) of the Advisers Act or any other rule or regulation
thereunder; or







●  

Section 5 of the
Securities Act?





 

Yes
_____                      No
_____

 

If yes, please
explain

 

6.           Have
you been suspended or expelled from membership in, or suspended or
barred from association with a member of, a securities
self-regulatory organization (e.g., a registered national
securities exchange or a registered national or affiliated
securities association) for any act or omission to act constituting
conduct inconsistent with just and equitable principles of
trade?

 

Yes
_____                      No
_____

 

If yes, please
explain

 

7.           Have
you filed (as a registrant or issuer), or were you named as an
underwriter in, any registration statement or Regulation A offering statement
filed with the SEC that, within five (5) years of the date hereof,
was the subject of a refusal order, stop order, or
order suspending the Regulation A exemption, or are you, on the
date hereof, the subject of an investigation or proceeding to
determine whether a stop order or suspension order should be
issued?

 

Yes
_____                      No
_____

 

If yes, please
explain

 

8.           Are
you subject to a United States Postal Service false representation
order entered within five (5) years of the date hereof, or are you, on the
date hereof, subject to a temporary restraining order or
preliminary injunction with respect to conduct alleged by
the United States Postal Service to constitute a scheme or device
for obtaining money or property through the mail by means of false
representations?

 

Yes
_____                      No
_____

 

If yes, please
explain



 

44







 





 

IV.  SIGNATURE

 

 

The above
information is true and correct in all material respects and the
undersigned recognizes that the Company and its counsel are relying
on the truth and accuracy of such information in reliance on the
exemption contained in Subsection 4(a)(2) of the Securities
Act of 1933, as amended, and Regulation D promulgated
thereunder.  The undersigned agrees to notify the Company
promptly of any changes in the foregoing information which may
occur prior to the consummation of any financing activities
involving the Company.

 

 

Executed  at ___________________, on  _________________, 2016.

 

 

 __________________________________________



(Signature)

 

__________________________________________ 



(Name)

 

__________________________________________



(Title if signing
on behalf of an entity)



 

45







 





 

 


EXHIBIT D

Exchange
Act Filings

 


Please see attached.

 

 

 

 

 




  46