Exhibit 4.10





Exhibit 4.10





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 “E”




	 	 	 	 	 	 	 
	Number of Shares:

	 	7,000,000	 	 	Holder: T Squared Investments LLC
	 

	 	 	 	 	 	c/o T Squared Capital LLC
	Original Issue Date:

	 	March 10th, 2010
	 	Attn: Thomas M. Sauve
	 

	 	 	 	 	 	Title: Managing Member
	Expiration Date:

	 	December 31st, 2012
	 	1325 Sixth Avenue, Floor 27
	 

	 	 	 	 	 	New York, NY 10019
	Initial Exercise Price per Share:

	 	$0.2214	 	 	Tel: 212-763-8615
	 

	 	 	 	 	 	Fax: 212-671-1403






Dolphin Digital Media, Inc., a company organized and existing under the laws of the State of
Nevada (the “Company”), hereby certifies that, for value received, T Squared Investments
LLC, or its registered assigns (the “Warrant Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company up to Seven Million (7,000,000) 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 Twenty Two and
Fourteen One-Hundredths Cents ($0.2214) 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 December
31st, 2012 (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.



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 1 OF 9




 


 









 







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.



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 2 OF 9




 


 









 








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.



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 3 OF 9




 


 









 







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 $0.0001 per share.



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).



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 4 OF 9




 


 









 







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.



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.



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 5 OF 9




 


 









 







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:




If to the Company:




Dolphin Digital Media, Inc

804 Douglas Road, Suite 365

Coral Gables, Florida 33134

Attn. Bill O’Dowd




If to the Warrant Holder:




T Squared Investments LLC

c/o T Squared Capital LLC

1325 Sixth Avenue, Floor 27

New York, New York 10019

Attn: Thomas M. Sauve



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 “E” 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, a side letter will be executed by both parties that states the new effective
exercise price of Warrant “E” 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 agreement, then the Warrant Holder shall have the right to exercise
Warrant “E” via a cashless provision and hold for six months to remove the legend under Rule 144.




14. 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.



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 6 OF 9




 


 









 







c. This Warrant shall be governed by, construed and enforced in accordance with the internal
laws of the State of New York 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]




WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 7 OF 9




 


 









 







IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized
officer as of the date first above stated.



Dolphin Digital Media Inc, a Nevada corporation




	 	 	 	 	 	 	 
	By:
	 	/s/ Bill O’Dowd	 	 
	 	 	 	 	 
	 

	 	Name:	 	Bill O’Dowd	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:
	 	Chief Executive Officer	 	 






WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 8 OF 9




 


 









 







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”), $.001
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:



	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

(Please print name and address)

	 	 
	 
	 	 
	 

(Please insert Social Security or 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:



	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

(Please print name and address)

	 	 






Dated:                     



Name of Warrant Holder:



	 	 	 	 	 	 	 
	(Print)
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	(By:)
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Name:)	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	(Title:)	 	 	 	 
	 

	 	 	 	 

	 	 






Signature must conform in all respects to name of Warrant Holder as specified on the face of the
Warrants.



WARRANT AGREEMENT BETWEEN DOLPHIN DIGITAL MEDIA, INC

AND T SQUARED INVESTMENTS LLC

PAGE 9 OF 9