EXHIBIT 4.2


 


 


NEITHER THIS SECURITY NOR
THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


GROM SOCIAL ENTERPRISES,
INC.


 


	Warrant Shares: 3,750,000	Issuance Date: March 11, 2021




 


THIS COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FIRSTFIRE GLOBAL OPPORTUNITIES
FUND LLC, a Delaware limited liability company, or its 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
hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the
Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GROM SOCIAL
ENTERPRISES, INC., a Florida corporation (the “Company”), up to 3,750,000 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.


 


Section
1.                     
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that
certain Securities Purchase Agreement (the “Purchase Agreement”), dated March 11, 2021, among the Company and
the Holder and the note issued to the Holder contemporaneously with this Warrant (the “Note”). This Warrant
is subject to cancellation as set forth in the Purchase Agreement.


 


Section 2.                     
 Exercise.


 


a)                     
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or
agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading
Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price (if the exercise is pursuant
to Section 2(b) herein) for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check
drawn on a United States bank specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although
the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder
and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.
The Company shall deliver any objection to any Notice of Exercise Form within three (3) Trading Days of delivery of such notice.
The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.


 


b)                     
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.06 (the “Fixed
Exercise Price”), subject to adjustment as described herein (the Fixed Exercise Price and the Cashless Exercise Price
as applicable, shall be the “Exercise Price”).


 


 



 






    	 	1	 



     


    

 


c)                     
Cashless Exercise. In the event that there is no effective registration statement registering the Warrant
Shares, or no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised
at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder
shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the Market Price on
the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise, where the Market Price equals the highest traded price of the Common Stock during
the one hundred fifty (150) Trading Days prior to the date of the respective Exercise Notice;


 


(B) = the Exercise Price of this
Warrant, as adjusted hereunder; and


 


(X) = the number of Warrant
Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.


 


Notwithstanding anything herein
to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration
statement registering the Warrant Shares, or no current prospectus available for, the resale of the Warrant Shares by the Holder,
then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c); provided however, that
if the automatic exercise contemplated under this Section shall result in a conflict with the beneficial ownership limitations
of Section 2(f) hereof, the Termination Date shall be extended so long as necessary to provide for full exercise of the Warrant
under this Section.


 


d)                 
Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any
time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities
entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to (i) any other
security of the Company issued to Holder on or after the Issuance Date (including the Note) or (ii) any other agreement entered
into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective
price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively,
a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time,
whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including
but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise
Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock
Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted
or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to
equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise
Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise
Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated
as follows: the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without
regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in effect immediately prior to such adjustment).
By way of example, if E is the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise Price in effect immediately prior to such
adjustment, and G is the Base Share Price, the adjustment to the number of Warrant Shares can be expressed in the following formula:
Total number of Warrant Shares after such Dilutive Issuance = the number obtained from dividing [E x F] by G. Such adjustment shall
be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock
Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted
or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share
Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common
stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any
Common Stock or Common Stock Equivalents subject to this Section 2(d), indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(d), upon
the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of
Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the
Notice of Exercise.


 


 


 






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e)                 
Mechanics of Exercise.


 


i.                       
Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and there is an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant
Shares, by the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the
date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender
of this Warrant (if required), and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant
Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant
has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any,
prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares
after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss,
the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise
of this Warrant the amount of $100.00 per Trading Day. The Company shall pay any payments incurred under this Section in immediately
available funds, or shares of Common Stock of the Company, in the Holder’s discretion, upon demand. Furthermore, in addition
to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery
of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by
delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective
positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described
above shall be payable through the date notice of revocation or rescission is given to the Company.


 


ii.                 
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall,
at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.               
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate
or the certificates representing the Warrant Shares, or otherwise credit the Holder’s respective account pursuant to Section
2(e)(i) herein, by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior to issuance of such
Warrant Shares, to rescind such exercise.


 


iv.               
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other
rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the
certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after
such date the Holder is required by its broker to purchase (in an open market transaction or otherwise), or the Holder’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash
to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having
a total purchase price of $11,000.00 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000.00, under clause (A) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000.00. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


 


 






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v.                
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon
such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


vi.               
Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes
and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names
as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment
Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing
of any Notice of Exercise.


 


vii.             
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents
the timely exercise of this Warrant, pursuant to the terms hereof.


 


f)                  
Holder’s Exercise Limitations. From and after the date that the Conversion Shares are of a class of
equity of the borrower registered under Section 12(g) of the Exchange Act or the Company is subject to the reporting requirements
of Section 13 or Section 15(d) of the Exchange Act, the Company shall not effect any exercise of this Warrant, and a Holder shall
not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of
this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise
shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to
the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days
confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may
decrease the Beneficial Ownership Limitation at any time and the Holder, upon not less than sixty-one (61) days’ prior notice
to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section
2(f) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the
Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the
intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


 


 


 






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Section 3.                  
Certain
Adjustments.


 


a)                 
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued
by the Company upon exercise of this Warrant or pursuant to any of the other Transaction Documents); (ii) subdivides outstanding
shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares
issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.


 


b)                 
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date hereof, so long as
any amounts remain outstanding under the Note or Warrant, the Company issues or sells, or in accordance with this Section 3 is
deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held
by or for the account of the Company) for a consideration per share (the “New Issuance Price”) less than a price
equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then
in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. This
adjustment shall not apply to any price adjustments of securities existing prior to the date hereof, nor to any securities offered
by the Company under any existing Regulation A offering or S-1 registration statement. For all purposes of the foregoing (including,
without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(b)), the following
shall be applicable:


 


c)                 
Voluntary Reduction. The Company may unilaterally reduce the Exercise Price at any time.


 


d)                 
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th
of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


e)                 
Notice to Holder.


 


i.                  
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision in this Warrant,
the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.                 
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of
the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company
is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities; or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes material
non-public information (as determined in good faith by the Company) the Company shall follow the procedure described the Securities
Purchase Agreement and shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company,
at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if
a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


 


 






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f)                     
Increase in Warrant Shares. In the event the Exercise Price is reduced for any reason, the number of Warrant
Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account
the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.


 


g)                    
Most-Favored Nation. So long as any of the Warrant is outstanding, upon any issuance by the Company or any
of its subsidiaries of any new security, with any term that the Holder reasonably believes is more favorable to the holder of such
security or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided
to the Holder in the Warrant, or under any other security of the Company held by the Holder, then (i) the Company shall notify
the Holder of such additional or more favorable term within one (1) business day of the issuance or amendment (as applicable) of
the respective security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the
Holder (regardless of whether the Company complied with the notification provision of this Section). The types of terms contained
in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Holder elects
to have the term become a part of the transaction documents with the Holder, then the Company shall immediately deliver acknowledgment
of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”) within one (1)
business day of Company’s receipt of request from Holder (the “Adjustment Deadline”), provided that Company’s
failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.


 


Section 4.                 
Transfer
of Warrant.


 


a)                 
Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase
Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in
whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly
assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant
issued.


 


b)                 
New Warrants. Subject to compliance with all applicable securities laws, this Warrant may be divided or combined
with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All
Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with
this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)                 
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


Section 5.                 
Miscellaneous.


 


a)                 
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth herein.


 


 


 


 






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b)                 
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to
it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)                 
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised
on the next succeeding Trading Day.


 


d)                 
Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve
from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon
the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company
covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will,
upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be
duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company
in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value; (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant; and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under
this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto,
as may be necessary from any public regulatory body or bodies having jurisdiction thereof. Failure to maintain sufficient shares
for exercise of the Warrant, shall constitute an Event of Default under the Purchase Agreement and Holder shall be able to rely
on any applicable default remedies thereunder.


 


e)                 
Jurisdiction. All questions concerning governing law, jurisdiction, venue and the construction, validity,
enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.


 


f)                  
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant,
if not registered, will have restrictions upon resale imposed by state and federal securities laws.


 


g)                 
Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the
part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without
limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such
amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


 


 


 


 






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h)                 
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder
by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


i)                  
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise
this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to
any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


j)                  
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)                 
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from
time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)                  
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent
of the Company and the Holder.


 


m)              
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.


 


n)                 
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.


 


o)                  Pending
Legislation. As of the Issue Date hereof, proposed legislation exists, namely proposed amendments to Rule 144(d)(3)(ii)
proposed on December 22, 2020 in SEC Release 2020-336, that would fundamentally change the economic terms of this Note.
In the event the rule becomes law and becomes effective while any Warrant Shares still outstanding under this Warrant,
any pricing mechanism deemed to be a market-adjustable price shall automatically be stricken from this Warrant and only the
Fixed Exercise Price of $0.06, subject to other non-market adjustments, shall remain.


 


********************


(Signature Page Follows)


 


 


 


 


 






    	 	8	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


 


GROM SOCIAL ENTERPRISES, INC.


 


 


By:  /s/ Mel Leiner                                          


Name: Mel Leiner


Title: Executive Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	9	 



     


    

 


NOTICE OF EXERCISE


 


TO:GROM SOCIAL ENTERPRISES, INC.:


 


(1)              
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)              
Payment shall take the form of lawful money of the United States;


 


(3)              
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in
such other name as is specified below:


__________________________________


 


(4)              
After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The Warrant Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:


_________________________________________


_________________________________________


_________________________________________


_________________________________________


 


Name of Investing Entity:


__________________________________________


 


Signature of Authorized Signatory of Investing
Entity:


 


___________________________________________


Name:


Title:


Date:


 


 


 


 


 


 


 


 


 






    	 	10	 



     


    

 


ASSIGNMENT FORM


 


(To assign
the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)


 


GROM SOCIAL ENTERPRISES, INC.


 


FOR VALUE RECEIVED, [                          
] all of or [                          
] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to whose address is


.


 


Dated: ________________, ____


 


 


	Holder’s Signature:	 	 
	 	 	 
	Holder’s Address:	 	 
	 	 	 
	 	 	 




 


 


 


Signature Guaranteed:   ________________________________________________________________________


 


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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