Private Placement (Form 8-K)

Between January 16, 2025 and February 21, 2025, Dolphin Entertainment, Inc. (the "Company") entered into four subscription agreements (the "Subscription Agreements") with investors for four convertible promissory notes (each a "Note") in the aggregate principal amount of $625,000 and received cash proceeds of $625,000. The Notes bear interest at a rate of 10% per annum. Two of the Notes, with an aggregate principal amount of $425,000, mature five years from their respective issuance dates and the two remaining Notes for $100,000 each mature two and three years from their respective issuance dates. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Company ("Common Stock"). The conversion price of one $100,000 Note is the 90-day trailing average trading price of Common Stock prior to the date of conversion, with a floor price of $1.01, which was the closing price of the Common Stock on the Nasdaq Stock Market on the date of the Note. The conversion price of the second $100,000 Note is the 30-day trailing average trading price of Common Stock prior to the date of conversion, with a floor price of $1.01, which was the closing price of the Common Stock on the Nasdaq Stock Market on the date of that Note. The conversion price of the third $100,000 Note is $1.02 per share and the conversion price of the $325,000 note is $1.11 per share, which were the closing prices of the Common Stock on the Nasdaq Stock Market on the respective dates of those Notes.

The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 and are incorporated herein by reference.

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