Exhibit 4.9





Exhibit 4.9









March 10, 2010




Bill O’Dowd

CEO, Dolphin Digital Media

804 Douglas Rd., Suite 365

Coral Gables, FL 33134




REF: Warrant Restructure Agreement




Pursuant to this agreement T Squared Investments LLC agrees to cancel the following warrants held
in Dolphin Digital Media, Inc. (DPDM):




	•	 	Warrant “A” for 650,000 shares;







	•	 	Warrant “B” for 1,500,000 shares;







	•	 	Warrant “C” for 1,500,000 shares; and,







	•	 	Warrant “4” for 384,615 shares.






Post such cancellation, the only warrants held by T Squared Investments LLC is their existing
Warrant “D” for 231,000 shares with an exercise price of $0.0001 per share and the following
warrant below. Pursuant to this agreement the expiration date of Warrant “D” will be reduced from
July 28, 2014 to December 31, 2012.



In consideration for the cancellation of such warrants above and for the payment to the DPDM
described below, T Squared Investments LLC will be issued a new Warrant “E” for 7,000,000 shares of
DPDM with an expiration date of December 31, 2012 and an exercise price of $0.25 per share.



Upon execution of this letter, T Squared Investments LLC will immediately wire Two Hundred Thousand
Dollars ($200,000) to the Company, which will result in the effective reduction of the exercise
price of Warrant “E” from $0.25 per share to $0.2214 per share. T Squared Investments LLC can
continually pay DPDM an amount of money to reduce the exercise price of Warrant “E” until such time
as the exercise price of Warrant “E” is effectively $0.0001 per share. Each time a payment by T
Squared Investments LLC is made to DPDM, 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 T Squared
Investments LLC has paid down Warrant “E” to an exercise price of $0.0001 per share or less, T
Squared Investments LLC shall have the right to exercise Warrant “E” via a cashless provision and
hold for six months to remove the legend under Rule 144.



T Squared Investments LLC may not exercise such warrant if post the exercise, T Squared Investments
LLC would be above the 9.99% ownership level of the Company. All terms of this letter and Warrant
E (as laid out in the Warrant “E”) are effective upon execution by both parties as of the date
written above. T Squared Investments LLC will make a good faith effort to exercise or pay the
applicable amount to reduce the exercise price of Warrant “E” by $750,000 by September 30th, 2010.



Immediately upon signing this agreement and wiring DPDM $200,000.00, T Squared Investments LLC will
have the following warrants outstanding.



	 	 	 	 	 
	New Warrant “E”:

	 	Amount:
	 	7,000,000 shares
	 

	 	Exercise price:
	 	$0.2214 per share
	 

	 	Expiration Date:
	 	12/31/2012
	 
	 	 	 	 
	New Warrant “D”:

	 	Amount:
	 	231,000 shares
	 

	 	Exercise price:
	 	$0.0001 per share
	 

	 	Expiration Date:
	 	12/31/2012






Please indicate your acceptance of these terms by signing below:



	 	 	 	 	 
	T Squared Investments LLC

	 	Dolphin Digital Media, Inc.	 	 
	By: T Squared Capital LLC, Managing Member
	 	 	 	 
	 
	 	 	 	 
	By:

	 	By:	 	 
	 
	 	 	 	 
	 

By: Thomas Sauve

	 	 

By: Bill O’Dowd
	 	 
	Title: Managing Member

	 	Title: CEO	 	 






T Squared Investments LLC • 1325 Sixth Avenue, Floor 27 • New York, NY 10019 • Tel: (212) 763-8615 • 

Fax: (212) 671-1403