GROM SOCIAL ENTERPRISES, INC. [____] UNITS CONSISTING OF [____] SHARES OF COMMON STOCK AND WARRANTS (EXERCISABLE FOR UP TO [____] SHARES OF COMMON STOCK) UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 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 Kingswood Capital Markets, division of Benchmark Investments, Inc., 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.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).
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”).
