Dolphin Entertainment, Inc. (NasdaqCM:DLPN) acquired Socialyte, LLC from NSL Ventures, LLC for $19 million on November 14, 2022. As reported, Dolphin Entertainment acquired all of the issued and outstanding membership interest of Socialyte LLC for a consideration consisting of $5 million cash paid at closing, 1.35 million Dolphin Entertainment shares, and a $3 million unsecured promissory note issued to NSL Ventures, which is to be repaid in two equal installments on June 30, 2023 and September 30, 2023. In addition, Dolphin Entertainment issued NSL Ventures 685,234 shares of its common stock in satisfaction of the closing date working capital adjustment. The consideration also includes potential to earn up to an additional $5 million to be paid in cash and in shares of Dolphin common stock (but in no event will be less than 25% in Dolphin common stock) upon completion of an earn-out, upon meeting certain financial targets. Dolphin partially financed the cash portion of the consideration with a $3 million five-year secured loan from Bank Prov . Team of 40 employees of Socialyte, will continue to operate under its own name out of Dolphin's New York and L.A. offices. Sarah Boyd will remain as Chief Executive Officer of Socialyte and Evan Luzzatto will continue as Chairman of Socialyte and as an advisor to Bill O'Dowd. Clayton Parkerof K&L Gates LLP served as legal advisor to Dolphin Entertainment. Allan J.P. Rooney of Rooney Nimmo served as legal advisor and FTI Capital Advisors served as financial advisor to Socialyte.

Dolphin Entertainment, Inc. (NasdaqCM:DLPN) completed the acquisition of Socialyte, LLC from NSL Ventures, LLC for 19.1 million on November 14, 2022. The total consideration paid to the Socialyte was $14.3 million, including a provisional working capital adjustment in the amount of $2.1 million, plus the potential to earn up to an additional $5 million upon meeting certain financial targets in 2022. However, on the acquisition date, the Company's assessment was that the targets were not expected to be achieved, therefore no contingent consideration has been recorded for the Socialyte Purchase. On the Closing Date, Dolphin paid Socialyte $5.05 million cash, issued Socialyte 1,346,257 shares of its Common Stock and issued Socialyte a $3 million unsecured promissory note (the “Socialyte Promissory Note”), which is to be repaid in two equal installments on June 30, 2023 and September 30, 2023. In addition, Dolphin issued Socialyte 685,234 shares of its Common Stock in satisfaction of the Closing Date working capital adjustment.