PREFUNDED COMMON STOCK PURCHASE WARRANT Grom Social Enterprises, inc.Grom Social Enterprises, Inc. • January 31st, 2023 • Services-computer programming, data processing, etc.
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hudson Bay Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Grom Social Enterprises, Inc., a Florida corporation (the “Company”), up to 1,227,434 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2023, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2023 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2023, between Grom Social Enterprises Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 16, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation, with headquarters located at 2060 NW Boca Raton Blvd. #6, Boca Raton, FL 33431 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
GROM SOCIAL ENTERPRISES, INC. 2,409,639 UNITS CONSISTING OF 2,409,639 SHARES OF COMMON STOCK AND WARRANTS (EXERCISABLE FOR UP TO 2,409,639 SHARES OF COMMON STOCK) UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Grom Social Enterprises, Inc., a company incorporated under the laws of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Grom Social Enterprises, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC, is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC.Grom Social Enterprises, Inc. • June 22nd, 2021 • Services-computer programming, data processing, etc. • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 21, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(e)(1)(A), and on or prior to 5:00 p.m. (New York City time) on June 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Grom Social Enterprises, Inc., a Florida corporation (the “Company”), up to 144,578 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DUE July 20, 2023Grom Social Enterprises, Inc. • January 26th, 2022 • Services-computer programming, data processing, etc. • New York
THIS 10.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10.0% Original Issue Discount Senior Secured Convertible Notes of Grom Social Enterprises, Inc., a Florida corporation (the “Company”), having its principal place of business at 2060 NW Boca Raton Blvd. #6, Boca Raton, Florida 33431, designated as its 10.0% Original Issue Discount Senior Secured Convertible Note due July 20, 2023 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC.Common Stock Purchase Warrant • April 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $300,000.00 to the Holder (as defined below) of even date) (the “Note”), Labrys Fund, LP, a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “Company”), 3,750,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 16, 2021, by and among the Company and the Hol
SECURITY AGREEMENTSecurity Agreement • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of September 14, 2021 (this “Agreement”), is among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10.0% Senior Secured Original Issue Discount Convertible Notes due 18 months following their issuance, in the original aggregate principal amount of $4,400,000.00 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
SUBSIDIARY GUARANTEE, dated as of September 14, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”) and the Purchasers.
UNDERWRITING AGREEMENT Dated December 8, 2022 Between GROM SOCIAL ENTERPRISES, INC. (a Florida corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached heretoUnderwriting Agreement • December 13th, 2022 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Grom Social Enterprises, Inc., a company incorporated under the laws of the State of Florida (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 13th, 2022 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of December 13, 2022 (the “Issuance Date”) is between Grom Social Enterprises, Inc. a Florida corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2020, is entered into by and between GROM SOCIAL ENTERPRISES, Inc., a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser” or “Holder”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 12th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 17, 2020, (the “Execution Date”), is entered into by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made by and between Grom Social Enterprises., Inc., a Florida corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
FORM OF WARRANT AGENT AGREEMENTForm of Warrant Agent Agreement • April 28th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGENT AGREEMENT (this “Agreement”) is dated [ ], 2021, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Equiniti Trust Company, acting as warrant agent (the “Warrant Agent”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 22nd, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGENT AGREEMENT (this “Agreement”) is dated June 21, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Equiniti Trust Company, acting as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC.Common Stock Purchase • April 28th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [___________], 20211 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(e)(1)(A), and on or prior to 5:00 p.m. (New York City time) on [ ], 20262 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Grom Social Enterprises, Inc., a Florida corporation (the “Company”), up to [__________ ]3 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • March 20th, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2020, by and among Grom Social Enterprises, Inc., a Florida corporation (the “Grantor”), and The Crone Law Group, P.C., solely in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Holders (as defined below).
GROM SOCIAL ENTERPRISES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
This Subscription Agreement (this “Agreement”) is being delivered by the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Grom Social Enterprises, Inc., a Florida corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of 12% senior secured convertible notes (each, a “Note”) and collectively, the “Notes”) of the Company.
ContractGrom Social Enterprises, Inc. • March 20th, 2020 • Services-computer programming, data processing, etc. • Florida
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
GROM SOCIAL ENTERPRISES, INC. 2020 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 21st, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
On [__________, 20__], the Compensation Committee approved a grant of an Incentive Stock Option (the "Option") to you to purchase Common Stock of Grom Social Enterprises, Inc. (the "Company") pursuant to the Grom Social Enterprises, Inc. 2020 Equity Incentive Plan (the "Plan"). The Option shall constitute and be treated at all times by you and the Company as an “incentive stock option,” as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement"), dated as of August 19, 2021 (the “Effective Date”), is by and between (1) Grom Social Enterprises, Inc., a Florida corporation (“Grom” or the “Company”), and (2) Brent Watts (the “Executive”). The Company and the Executive are sometimes referred to herein collectively as the “Parties” and individually as a “Party.
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2017 • Grom Social Enterprises, Inc. • Electric lighting & wiring equipment • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on June 1, 2016 and is effective for all purposes as of the Effective Date (as defined below), by and between Grom Holdings, Inc./Grom Social Inc. a Florida corporation (the “Company”, or “Grom”), and Darren M. Marks (the “Executive”).
GROM SOCIAL ENTERPRISES, INC. 8%CONVERTIBLE PROMISSORY NOTEGrom Social Enterprises, Inc. • August 24th, 2021 • Services-computer programming, data processing, etc. • Delaware
This Note has been issued to the Holder under that certain Membership Interest Purchase Agreement, dated July 29, 2021 (the “Purchase Agreement”) by and among the Company, Curiosity Ink and the holders of Curiosity Ink’s membership interests, including the Holder. This Note is the “Contributed Convertible Note” under (and as defined in) the Purchase Agreement. Capitalized terms used and not defined herein have the respective meanings ascribed to such terms in the Purchase Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 19th, 2019 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) is being delivered by the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Grom Social Enterprises, Inc., a Florida corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (the “Units”) of the Company. Each Unit shall consist of one (1) share of the Company’s common stock, par value $0.001 (the “Common Stock”) and one (1) warrant exercisable for one share of the Common Stock at a per share price of $0.25 and exercisable for a three-year period.
AMENDMENT NO. 1 TO TRANSACTION DOCUMENTSTransaction Documents • May 27th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
This AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (this “Amendment”), dated as of May 24, 2021, by and between GROM SOCIAL ENTERPRISES, Inc., a Florida corporation (the “Company”), and EMA FINANCIAL, LLC, a Delaware limited liability company (the “Lender”). Each of the Company and the Lender shall be referred to collectively as the “Parties” and individually as a “Party.”
FIRST MODIFICATION TO PURCHASE AND SALE AGREEMENT DATED JANUARY 12, 2017First Modification to Purchase and Sale Agreement • April 17th, 2018 • Grom Social Enterprises, Inc. • Electric lighting & wiring equipment • Florida
WHEREAS Grom Social Enterprises, Inc. a Florida corporation (f/k/a Grom Holdings, Inc.) ("Grom" or the "Company"), and TELEMATE.NET SOFTWARE, LLC ("TeleMate") entered into a Purchase and Sale Agreement dated January 12, 2017; and
CONVERTIBLE PROMISSORY NOTEGrom Social Enterprises, Inc. • April 16th, 2019 • Services-computer programming, data processing, etc. • Delaware
FOR VALUE RECEIVED, Grom Holdings, Inc., a Delaware corporation (the "Company"), promises to pay to the order of TeleMate.Net Software, LLC., a Georgia Limited Liability Company ("Holder"), or its successors and assigns, in lawful money of the United States of America, the principal amount of this Promissory Note, of $1,000,000 (one million dollars) with interest thereon at the rate of 0.68% per annum compounded annually, said principal and all accrued interest thereon being payable on January 1st of each year beginning with January 1, 2018 and principal plus unpaid accrued interest being due and payable on or before January 2, 2020, unless converted into shares of the Company's Common Stock as described herein below. Notwithstanding the above, the interest rate charged shall in no event exceed the maximum rate permitted by law.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 4th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated July 29, 2021, is by and among: (1) Grom Social Enterprises, Inc., a Florida corporation (“Purchaser”); (2) Russell Hicks (“Hicks”), Brent Watts (“BWatts”), John Van Slooten, Trustee (“Van Slooten”) of the Van Slooten Family Revocable Living Trust dated 4/6/90 (“Van Slooten Trust”), and Gregory A. Peterson, Trustee (“Peterson”) of the Gregory A. Peterson Revocable Living Trust dated April 9, 2001 (“Peterson Trust”); Ryan Watts (“RWatts”); Robert Nelsen (“Nelsen”); Lauren Selig (“Selig”); Jared Wolfson (“Wolfson”); Matthew Cubberly (“Cubberly”); and (3) Curiosity Ink Media LLC, a Delaware limited liability company (“Company”). Each of Hicks, BWatts, Van Slooten, Peterson, RWatts, Nelsen, Selig, Wolfson and Cubberly are hereinafter sometimes referred to individually as a “Seller” and collectively as “Sellers; and each of Purchaser, Company and Sellers are sometimes referred to herein as a “Party” and collectively as th
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of __________ __, 2020, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “Company”), and the subscriber identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SHARE EXCHANGE AGREEMENT BY AND BETWEEN ILLUMINATION AMERICA, INC. AND GROM HOLDINGS, INC.Share Exchange Agreement • May 17th, 2017 • Illumination America, Inc. • Electric lighting & wiring equipment • Florida
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of May 15, 2017, by and between Illumination America, Inc., a Florida corporation ("IA") and Grom Holdings, Inc., a Delaware corporation (“Grom”), who hereby agree as follows.
SECURITY AGENT AGREEMENTSecurity Agent Agreement • March 20th, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
SECURITY AGENT AGREEMENT (this "Agreement"), dated as of March 16, 2020, among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), the lenders reflected on the signature pages hereto (each individually, a "Lender" and collectively, the "Lenders"), and The Crone Law Group, P.C. (the "Security Agent").
SHARE SALE AGREEMENT FOR THE ENTIRE ISSUED SHARE CAPITAL OF TD HOLDINGS LIMITEDShare Sale Agreement • August 22nd, 2017 • Grom Social Enterprises, Inc. • Electric lighting & wiring equipment • Hong Kong
EXCHANGE AGREEMENTExchange Agreement • August 6th, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
This Exchange Agreement (this “Agreement”), effective as of __________ __, 2020, is entered into by and between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and the holder of Series A 10% Convertible Preferred Stock (the “Holder”).