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Litigation
In or about January 25,
2010, an action was filed by Tom David against Winterman Group Limited, Dolphin Digital Media (Canada) Ltd., Malcolm Stockdale
and Sara Stockdale in the Superior Court of Justice in Ontario (Canada) alleging breach of a commercial lease and breach of a personal
guaranty. On or about March 18, 2010, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale filed a Statement of Defense
and Crossclaim. In the Statement of Defense, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale deny any liability under
the lease and guaranty. In the Crossclaim filed against Dolphin Digital Media (Canada) Ltd., Winterman Group Limited, Malcolm Stockdale
and Sara Stockdale seek contribution or indemnity against Dolphin Digital Media (Canada) Ltd. alleging that Dolphin Digital Media
(Canada) agreed to relieve Winterman Group Limited, Malcolm Stockdale and Sara Stockdale from any and all liability with respect
to the lease or the guaranty. On or about March 19, 2010, Winterman Group Limited, Malcolm Stockdale and Sara Stockdale filed a
Third Party Claim against the Company seeking contribution or indemnity against the Company, formerly known as Logica Holdings,
Inc., alleging that the Company agreed to relieve Winterman Group Limited, Malcolm Stockdale and Sara Stockdale from any and all
liability with respect to the lease or the guaranty. The Third Party Claim was served on the Company on April 6, 2010. On or about
April 1, 2010, Dolphin Digital Media (Canada) filed a Statement of Defense and Crossclaim. In the Statement of Defense, Dolphin
Digital Media (Canada) denied any liability under the lease and in the Crossclaim against Winterman Group Limited, Malcolm Stockdale
and Sara Stockdale, Dolphin Digital Media (Canada) seeks contribution or indemnity against Winterman Group Limited, Malcolm Stockdale
and Sara Stockdale alleging that the leased premises were used by Winterman Group Limited, Malcolm Stockdale and Sara Stockdale
for their own use. On or about April 1, 2010, Dolphin Digital Media (Canada) also filed a Statement of Defense to the Crossclaim
denying any liability to indemnify Winterman Group Limited, Malcolm Stockdale and Sara Stockdale. The ultimate results of these
proceedings against the Company cannot be predicted with certainty. On or about March 12, 2012, the Court served a Status Notice
on all the parties indicating that since more than (2) years had passed since a defence in the action had been filed, the case
had not been set for trial and the case had not been terminated, the case would be dismissed for delay unless action was taken
within ninety (90) days of the date of service of the notice. The ultimate results of these proceedings against the Company could
result in a loss ranging from 0 to $325,000. On March 23, 2012, Dolphin Digital Media (Canada) Ltd filed for bankruptcy in Canada.
The bankruptcy will not protect the Company from the Third Party Claim filed against it. However, the Company has not accrued for
this loss because it believes that the claims against it are without substance and it is not probable that they will result in
loss.
Tax Filings
The Company has accrued $120,000 for estimated
penalties associated with not filing certain information returns. The penalties per return are $10,000 per entity per year. There
is no associated interest expense as the tax filings are for information purposes only and would not result in further income taxes
to be paid by the Company.
Binding Term Sheet
On July 14, 2011, the Company signed a binding
term sheet with AJM Productions LLC (AJM) to license the right to distribute certain Dolphin content on AJMs
advertising-supported video-on-demand platform in the United States. The Company has committed to producing between 4 and 6 original
audiovisual works. The Company did not have any revenues or expenses related to this binding term sheet for the year ended December
31, 2011.
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