EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 10, 2022, is made by and between DOLPHIN ENTERTAINMENT, INC., a Florida
corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois
limited liability company (together with its permitted assigns, the “Buyer”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between
the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


A.  Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the Investor
has agreed to purchase, up to Twenty-Five Million Dollars ($25,000,000) of the Company’s common stock, par value $0.015 per
share (the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase Shares”),
and (ii) the Company has agreed to issue to the Investor 57,313 shares of Common Stock as is required pursuant to the Purchase Agreement
(the “Commitment Shares”); and


 


B.  To
induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities
Act”), and applicable state securities laws.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.  DEFINITIONS.


 


As used in this Agreement, the following
terms shall have the following meanings:


 


a.  “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions
of this Agreement.


 


b.  “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.  “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).







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d.  “Registrable
Securities” means all of the Commitment Shares and the Purchase Shares that may, from time to time, be issued or become issuable
to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of
capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases
under the Purchase Agreement.


 


e.  “Registration
Statement” means one or more registration statements of the Company covering only the resale of the Registrable Securities.


 


2.  REGISTRATION.


 


a.  Mandatory
Registration. The Company shall, within twenty (20) Business Days from the date of this Agreement, file with the SEC an initial Registration
Statement on Form S-1 covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in
accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the
Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both
the Company and the Investor in consultation with their respective legal counsel (in any case including all of the Commitment Shares),
subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Articles of
Incorporation. The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have
a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement
and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments. The Investor
acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11)
of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use
commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC as soon as practicable.
The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the
Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the
date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the
Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading.


 


b.  Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with resales
of the Registrable Securities by the Buyer under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity
to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments.
The Investor shall use its commercially reasonable efforts to provide any such comments within one (1) Business Day from the date the
Investor receives the final pre-filing version of such prospectus.




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c.  Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section
2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity arises, subject to any limits
that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts
to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.


 


d.  Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become
effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after
the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the
Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall
reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall
not be unreasonably withheld, delayed or conditioned, of the Investor and its legal counsel as to the specific Registrable Securities
to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and
be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or
more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included
in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.
Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable
Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement
of the SEC or the Staff as addressed in this Section 2(d).


 


3.  RELATED
OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2, including on any New Registration
Statement, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.  The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement until
such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by
the Investor as set forth in such Registration Statement.


 




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b.  The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which
Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment upon the Registration Statement or
any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives
the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 


c.  Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.


 


d.  The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e.  As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor of the happening of any event
or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number
of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such
effectiveness or by overnight mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate.




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f.  The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if
such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.


 


g.  The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).


 


h.  The
Company shall comply with Section 6(b) of the Purchase Agreement with respect to the issuance of Registrable Securities.


 


i.  The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.  If
reasonably requested in writing by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the
Investor, incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably believes necessary
to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement.


 


k.  The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such
Registrable Securities.





l.  On
the date any Registration Statement which includes the Registrable Securities is declared effective by the SEC, the Company shall deliver,
and shall cause its legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the
Investor) confirmation that such Registration Statement has been declared effective by the SEC in a form acceptable to the transfer agent.
Thereafter, if reasonably requested by the Buyer at any time, the Company (acting directly or through its counsel) shall deliver to the
Buyer, which may be via e-mail, a written confirmation whether or not the effectiveness of such Registration Statement has lapsed at any
time for any reason (including, without limitation, the issuance of a stop order by the SEC) and whether or not the Registration Statement
is available to the Buyer for sale of all of the Registrable Securities.


 


m.  Company
agrees to take all other reasonable actions as necessary and reasonably requested in writing by the Investor to expedite and facilitate
disposition by the Investor of the Registrable Securities pursuant to any Registration Statement.




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4.  OBLIGATIONS
OF THE INVESTOR.


 


a.  The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any
Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.


 


b.  The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any Registration Statement hereunder and any amendments and supplements thereto.


 


c.  The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies
of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or the supplemented
or amended prospectus as contemplated by the first sentence of Section 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms
of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract
for sale prior to the Investor’s receipt of a notice from the Company to the Investor of the happening of any event of the kind
described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


5.  EXPENSES
OF REGISTRATION.


 


All reasonable expenses, other than
sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and
3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company, shall be paid by the Company.


 


6.  INDEMNIFICATION.


 


a.  To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, directors, officers, partners, employees, agents, managers, and representatives of the
Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of
1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or reasonable
expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto
(“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement
of a material fact in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing
made




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in connection with the qualification of the offering
under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this Agreement
(the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse
each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable and documented legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished
in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement,
any New Registration Statement or any such amendment thereof or supplement thereto or prospectus contained therein, if such Registration
Statement, New Registration Statement or amendment thereof or supplement thereto or prospectus was timely made available by the Company
pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit
of any Indemnified Person from whom the Indemnified Person asserting any such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such Indemnified Person) if the untrue statement or omission of material
fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised
prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly
advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding
such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the rights and obligations hereunder pursuant to Section 9.


 


b.  In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers
who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit
A attached hereto and furnished to the Company by the Investor expressly for use in connection with such Registration Statement (as
such information about the Investor may be updated and furnished to the Company by the Investor expressly for use in connection with any
New Registration Statement or prospectus); and, subject to Section 6(d), the Investor will reimburse any legal or other




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expenses reasonably incurred by any Indemnified Party
in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld,
delayed or conditioned; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount
of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section
9.


 


c.  Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if
a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to
be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.


 


d.  The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment
pursuant to this Section 6 which person is later determined to not be entitled to such payment shall return such payment to the person
making it.




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e.  The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to applicable
law.


 


7.  CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.


 


8.  REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACT.


 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that
may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities:


 


a.  make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.  file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 


c.  furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


d.  take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to
Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the
Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that damages
may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether or not
it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunction, without
having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.




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		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any transaction,
whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity
immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under this Agreement without
the prior written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope or Josh Scheinfeld, in
which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 


10.  AMENDMENT
OF REGISTRATION RIGHTS.


 


No provision of this Agreement may
be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the initial filing of the
Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.  MISCELLANEOUS.


 


a.  A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


b.  Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses for such communications shall be:


 


If to the Company:


 


Dolphin Entertainment, Inc.


150 Alhambra Circle, Suite 1200


Coral Gables, FL 33134


Telephone: (305) 774-0407


E-mail: William O’ Dowd


Attention: billodowd@dolphinentertainment.com




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With a copy to (which shall not constitute
notice or service of process):


 


K&L Gates LLP


200 S. Biscayne Blvd., Suite 3900


Miami, FL 33131


Telephone: (305) 539-3306


Facsimile: (305) 358-7095


E-mail: clayton.parker@klgates.com


Attention: Clayton E. Parker, Esq.


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone: (312) 822-9300


Facsimile: (312) 822-9301


E-mail: jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention: Josh Scheinfeld/Jonathan Cope


If to the Transfer Agent:


 


Nevada Agency and Transfer Company


50 West Liberty Street, Suite 880


Reno, Nevada 89501


Telephone: (979) 218-8194


Email: tiffany@natco.com


Attention: Tiffany Baxter


or at such other address, email
address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given
to each other party at least three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable, or (C) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile, email or
receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. Any
party to this Agreement may give any notice or other communication hereunder using any other means (including messenger service, ordinary
mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless it actually is received
by the party for whom it is intended.


 


c.  The
corporate laws of the State of Florida shall govern all issues concerning the relative rights of the Company and its stockholders. All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Cook, in the State
of Illinois for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and




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hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d.  This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or referred
to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof and thereof.


 


e.  Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


f.  The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.  This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or
by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


h.  Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.  The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


j.  This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


k.  No
failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 




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12.  TERMINATION.


The obligations of the Company contained
in Sections 2, 3, 5 and 8 of this Agreement shall terminate in their entirety upon the earlier of (i) the date on which the Investor shall
have sold all the Securities and no Available Amount remains under the Purchase Agreement and (ii) 180 days following the earlier of (A)
the Maturity Date and (B) the date of termination of the Purchase Agreement; provided that as long as any Securities remain unsold by
the Investor, the Company must make available “current public information” pursuant to Rule 144 promulgated under the Securities
Act until the Investor may sell the Securities thereunder without any restrictions (including any restrictions under Rule 144(c) or Rule
144(i)).


 


* * * * * *




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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


 


 


	 	THE COMPANY:
	 	 	 
	 	DOLPHIN ENTERTAINMENT, INC.
	 	 	 
	 	 	 
	 	By: 	/s/William O’Dowd
	 	Name: 	William O’Dowd, IV
	 	Title: 	Chief Executive Officer
	 	 	 
	 	 	 
	 	THE INVESTOR:
	 	 	 
	 	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: 
	 	 	 
	 	By: 	/s/Josh Scheinfeld
	 	Name:	Josh Scheinfeld
	 	Title: 	President


 


 


 


 


 


 


 


 




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EXHIBIT A


 


Information About The Investor Furnished To The
Company By The Investor 


Expressly For Use In Connection With The Registration
Statement


 


 


Information With Respect to Lincoln Park Capital


 


“As of the date of the Purchase
Agreement, Lincoln Park Capital Fund, LLC, beneficially owned 102,573 shares of Dolphin Entertainment, Inc. common stock and 10 Series
H Warrants to purchase shares of Common Stock at $3.914 per share. Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln
Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of common stock
owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered
under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital,
LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.”