Exhibit 10.6


 


ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE AGREEMENT (“Agreement”)
is entered into as of December 27, 2017, by and among Fyoosion, LLC a Delaware limited liability company (“Fyoosion”
or the "Seller"), and Grom Social Enterprises, Inc. a Florida corporation (“Purchaser”).


 


R E C I T A L S


 


A.       The
Board of Directors of the Purchaser and the Mangers of the Seller believe it is in the best interests of each company and their
respective stockholders and/or members that the Purchaser, in consideration for the purchase price as set forth herein, acquire
the all of assets of the Seller which shall include all assets among things such as goodwill, cash, accounts receivable, prepayments,
patents, trademarks, source code, hardware appliances as well as all other documentation, processes, equipment and know how necessary
to operate the Seller’s business (the “Assets”) in a manner similar to its current operations.


 


B.       The
Seller, on the one hand, and Purchaser, on the other hand, desire to make certain representations, warranties, covenants and other
agreements in connection with the sale of the Assets.


 


NOW THEREFORE, in consideration of the
mutual benefits to be derived from this Agreement and the representations, warranties, covenants, agreements, conditions and promises
contained herein and therein and other good and valuable consideration as described below, the parties hereby agree as follows:


 


		1.	Sale of Assets.



 


The Seller shall cause to be sold, assigned, transferred, conveyed
and delivered to the Purchaser, at the Closing (as defined in Section 1.5), good and valid title to but not limited to:


 


(a)       the
Fyoosion software (the “Apps”);


 


(b)       the
domain name listed on Schedule 1.1 (b); 


 


(c)       all
source code and object code pertaining to the Apps; 


 


(d)       all
web pages, image files and html code pertaining to the websites;


 


(e)       all
online accounts, including usernames and passwords, for the App or the Websites including the 


 


Amazon cloud hosting account,
the iTunes App Store account, the Google Play account, the Apps’ Facebook pages, and any other social media or online accounts
pertaining to the Apps or the Websites; All design assets pertaining to the Apps or the Websites including image files, wire frames,
and mock-ups;


 


(f)       all
product documentation pertaining to the Apps or the Websites including use cases and technical support matters;


 


(g)       the
goodwill associated with or used exclusively in connection with the operation of the Apps and the Websites; 


 


(h)       all
of Seller’s rights and obligations to the extent arising under any contracts identified on Schedule 1.1(i) attached
hereto (the “Assumed Contracts”); any contract identified as an Assumed
Contract must have a zero ($-0-) balance which is documented with a current statement as of date of Closing. Seller warrants that
it has disclosed to the Purchaser, any and all contracts currently entered into by the Seller, necessary to maintain the Fyoosion website
and to preserve the value of the Assets being conveyed.


 


(i)       all
databases and user data owned by Seller and used in the operation of the Apps and Websites, including specifically customer lists,
subscriber lists and information relative to users who downloaded the Apps; 


 


(j)       all
inventions, trademarks, trade names, service marks, trade secrets, copyrights, and any applications therefor, and all computer
software programs, or applications and tangible or intangible proprietary information or material (“Intellectual Property”)
owned by Seller and used in the Apps; and


 


 


 




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(k)       all
available sales literature, promotional literature, customer, supplier and distributor lists, art work, and purchasing records
used in the operation of the Apps or the Websites. 


 


(l)       The
form of Bill of Sale is attached hereto and incorporated herein as Exhibit "A". 


 


1.2       Assumed
Liabilities. The Purchaser shall assume all accounts payable balances of the Seller as of the Closing to the creditors listed
in Exhibit “B”. Purchaser will not assume any other liabilities of the Seller whatsoever.  


 


1.3 Purchase Price for
the Assets.  The total initial purchase consideration is 300,000 shares of Purchaser’s Common
Stock (the “Shares”), issuable to Seller or its assigns and to be delivered at Closing. The
Shares shall be subject to the terms and conditions of that certain “leak-out” agreement in the form attached hereto
and incorporated herein as if set forth, as Exhibit “C.” As a material term of this Agreement, a duly authorized Manager
of Purchaser and/or each of Seller’s assigns shall be obligated to sign and deliver to Purchaser a duly executed Leak-Out
Agreement.


 


1.4 Contingent Earnout.
A Contingent Earnout of up to an additional 200,000 shares of Purchaser’s Common Stock may be earned and will become
payable to the Seller or its assigns only if the business attributable to the Assets achieves the following performance
goal, post-Closing:


 


(a)      The
businesses relating to the use of the Assets attain a minimum of $125,000 in pre-tax earnings before interest, taxes, depreciation
and amortization (“EBITDA”) calculated using generally accepted accounting principles (“GAAP”) for the
one-year period post-closing. This calculation shall be based upon the Assets stand-alone performance excluding any of Purchaser’s
intercompany revenue and expense, not including any corporate fees or charges.


 


(b)      If
Seller is no longer in existence at the time the Contingent Earnout is earned and paid, the Contingent Earnout shall be paid to
the former members of Seller in the following proportions: 38% to WEI, 9% to SEP, 7% to Dimitry Polonskiy and 46% to Abhishek Jain.


 


1.5 Employment Agreements.
As part of the consideration for the Assets, Abhishek Jain and Dimitry Polonskiy shall each agree to the terms and conditions of
those respective employment agreements, attached hereto and incorporated herein as Exhibits D-1 and D-2.


 


1.6 The Closing.
The Closing of the sale of the Assets (the "Closing") shall take place at the offices of the Purchaser at 5:00 p.m. on
December 29, 2017, or such other time and location as the parties hereto may so agree in the future.


 


(a)      At
Closing, the Seller shall execute and deliver, or shall cause to be executed and delivered to the Purchaser such bills of sale,
in the reasonable judgment of the Purchaser and its counsel that are deemed be necessary or appropriate to assign, convey, transfer
and deliver to the Purchaser good and valid title to the Assets free of any Encumbrances;


 


(b)      The
Purchaser shall deliver to the Seller or its assigns a certificate for the Shares and the signed Employment Agreements referenced
in 1.5, above;


 


(c)      If,
at any time after the Closing, any further action is reasonably determined by the Purchaser to be necessary or desirable to carry
out the purposes of this Agreement or to vest the Purchaser with full right, title and possession of and to all of the Assets,
the officers and directors of the Purchaser shall be fully authorized (in the name of the Seller and otherwise) to take such action.


 


		2.	Representations and Warranties of the Seller.



 


The Seller hereby represents
and warrants, to and for the benefit of the Purchaser, as follows:


 


2.1       Organization.
The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of
Delaware. The Seller has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious
name, assumed name, trade name or other name, other than "Fyoosion LLC.” 


 


2.2 Authority to Act.
The Seller has taken all action legally required to sell the Assets to the Purchaser and has obtained all consents of its Managers
and/or Members to engaged in the sale of the Assets herein. The Seller has the absolute and unrestricted right, power and authority
to enter (as defined in this subsection), into and to perform its obligations under this Agreement.


 


 


 




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2.3 Title to the Assets.
The Seller owns (and will own as of the Closing Date), and has (and will have as of the Closing Date) good and valid title to,
all of the Assets, all of which are free and clear of any Encumbrances. The Assets collectively constitute, as of the date hereof,
and will collectively constitute, as of the Closing, all of the properties, rights, interests and other tangible and intangible
assets necessary to enable the Purchaser to conduct the business of Fyoosion in the manner in which such business had been conducted
and in the manner in which such business is proposed to be conducted.


 


2.3 Proceedings; Orders.
There is no pending Proceeding, and, to the knowledge of the Seller, no Person has threatened in writing to commence any Proceeding:
(i) that involves the Seller or that otherwise relates to or could reasonably be expected to affect any of the Assets or the Business
(whether or not any Seller is named as a party thereto); or (ii) that no challenges that could reasonably be expected to have the
effect of preventing, delaying, making illegal or otherwise interfering with, any of the Assets, have been asserted and no event
has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to directly or
indirectly give rise to or serve as a basis for the commencement of any proceeding involving the sale of the Assets


 


2.4 Non-Contravention;
Consents. The consummation or performance by the Seller herein will not directly or indirectly (with or without notice or lapse
of time):


 


(a)       contravene,
conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge this transaction
or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets
of the Seller, is subject;


 


(b)       cause
any of the Assets to be reassessed or revalued by any taxing authority or other Governmental Body; 


 


(c)       contravene,
conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke,
withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is to be included in the Assets or is held
by the Seller or any employee of the Seller; or 


 


(d)       result
in the imposition or creation of any encumbrance upon or with respect to any of the Assets. 


 


(e)       the
Seller neither was, is or will be required to make any filing with or give any notice to, or to obtain any consent from, any person
in connection with the execution and delivery of the Assets. 


 


2.5 Brokers. Other
than Tempest Holdings, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission
in connection with the sale of the Assets based upon arrangements made by or on behalf of the Seller or any of its Representatives.


 


2.6 Restricted Securities.
The Seller understands that the Shares have not been, and will not be, registered under the Securities Act, are being issued
by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The
Seller understands that the Shares are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Seller and its assigns must hold the Shares indefinitely unless they are registered
with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Seller acknowledges that the Purchaser has no obligation to register or qualify the Shares for
resale. The Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on
requirements relating to the Purchaser which are outside of the Seller’s control, and which the Purchaser is under no obligation
and may not be able to satisfy.


 


 


 




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2.7 Legends. The
Seller understands that the certificate representing ownership of the Shares may be notated with the following legend:


 


“THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.”


 


		3.	Representations and Warranties of the Purchaser.



 


The Purchaser represents
and warrants, to and for the benefit of the Seller, as follows:


 


3.1       Organization.
The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.


 


3.2       Authority;
Binding Nature of Agreements. The Purchaser has the absolute and unrestricted right, power and authority to enter into and
to perform its obligations under this Agreement.


 


3.3       Non-Contravention;
Consents. This agreement does not conflict with or result in any breach of any provision of the certificate of incorporation
or bylaws of the Purchaser. 


 


3.4       Valid
Issuance. The Shares to be issued in connection with this Agreement will, when issued in accordance with the provisions of
this Agreement, be validly issued, fully paid and non-assessable restricted common stock subject to provisions of Rule 144. 


 


3.5       Brokers.
The Purchaser has not become obligated to pay, and has not taken any action that might result in any Person claiming to be entitled
to receive, any brokerage commission, finder's fee or similar commission or fee in connection with any of the Transactions.


 


3.6       Purchaser
agrees to provide $100,000 in cash at Closing for working capital. Seller agrees and acknowledges that all disbursement of the
aforesaid funds shall be in the discretion of and shall be controlled by Purchaser.


 


4.       Pre-Closing
Covenants of the Seller.


 


4.1       Operation
of Business. The Seller shall ensure during the Pre-Closing Period:


 


(a)       the
Seller conducts its respective businesses and operations in the ordinary course and in accordance with prudent practices


 


(b)       the
Seller does not enter into any transaction or take any other action outside the Ordinary Course of Business;


 


5.       Additional Covenants
of the Parties.


 


5.1       Additional
Agreements. The Seller and the Purchaser shall use all reasonable efforts to take, or cause to be taken, all actions necessary
to consummate the transaction. Each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required
to be made and given by such party in connection with the Transaction.


 


 


 


 




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6.       Conditions
Precedent to the Purchaser's Obligation to Close.


 


The Purchaser's obligation
to purchase the Assets and the obligation of the Purchaser to take the other actions required to be taken by it at the Closing
is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by
the Purchaser, in whole or in part, in writing or by otherwise effecting the Closing):


 


6.1       Accuracy
of Representations. The representations and warranties made by each of the Seller in this Agreement shall have been accurate
in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing as if
made on the Closing date except for any such representations and warranties made as of a specific date, which shall have been accurate
in all material respects as of such date.


 


6.2       Performance
of Obligations. All of the covenants and obligations that the Seller are required to comply with or to perform at or prior
to the Closing shall have been duly complied with and performed in all material respects.


 


6.3       Member
Approval. This Agreement and Asset sale shall have been duly approved by the Required Member Approval.


 


6.4       Consents.
Each of the Consents identified in the Disclosure Schedule, and all other Consents required or which the Purchaser reasonably determines
it appropriate to be obtained in connection with the Transactions, shall have been obtained and shall be in full force and effect.


 


6.5       No
Material Adverse Change. There shall have been no material adverse change in the Assets and no event shall have occurred and
no condition or circumstance shall exist that could reasonably be expected to give rise to any such material adverse change.


 


6.6       Due
Diligence. The Purchaser determines in its sole discretion that it is satisfied with the results of its due diligence review
of the Seller.


 


6.7       No
Prohibition. Neither the consummation nor the performance of any the Transactions will, directly or indirectly (with or without
notice or lapse of time), contravene or conflict with or result in a violation of, or cause the Purchaser or any Person affiliated
with either of them to suffer any adverse consequence under, any applicable Legal Requirement or Order.


 


6.8       Litigation.
There shall not be pending or threatened any Legal Proceeding: (a) challenging or seeking to restrain or prohibit the consummation
of the Transactions; (b) relating to the sale of the Assets and seeking to obtain from the Purchaser any damages or other relief
that may be material to the Purchaser; (c) that could materially and adversely affect the right of the Purchaser to own or use
the Assets; or (e) seeking to compel the Purchaser to dispose of or hold separate any material assets as a result of the sale of
the Assets.


 


6.9       Release
of Liens. The Seller hereby certifies that there are no Liens or Encumbrances on the Assets.


 


7.        Conditions
Precedent to the Seller's Obligation to Close.


 


The Seller’s obligation
to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction,
at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part,
in writing or by otherwise effecting the Closing):


 


7.1 Accuracy of Representations.
The representations and warranties made by the Purchaser in this Agreement shall have been accurate in all material respects as
of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date,
except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects
as of such date, and except that any inaccuracies in such representations and warranties will be disregarded if, after aggregating
all inaccuracies of such representations and warranties (without duplication), such inaccuracies and the circumstances giving rise
to all such inaccuracies do not constitute a material adverse effect on Purchaser.


 


 


 




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7.2 Purchaser’s
Performance. All of the covenants and obligations that the Purchaser is required to comply with or to perform at or prior to
the Closing shall have been duly complied with and performed in all material respects.


 


8.        Survival,
Indemnification


 


8.1 Survival of Representations
and Covenants.


 


(a)       The
representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and
the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Assets by the Purchaser; and (iii)
the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations,
warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a
term, in which such covenant or agreement shall survive until the expiration of such specified term.


 


(b)       The
representations, warranties, covenants and obligations of the Seller, and the rights and remedies that may be exercised by the
Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation
made by or any knowledge of, any of the Indemnitees or any of their Representatives.


 


(c)       For
purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have
been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes
that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances
supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate
of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result
of such possible Breach. 


 


(d)       Indemnification
by the Seller The Seller agrees to hold harmless and indemnify each of the Indemnitees from and against, and shall compensate
and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees
or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to
any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly
connected with any Breach of any of the representations or warranties made by the Seller; and


 


(e) The parties hereto
hereby confirm and acknowledge that Watson Enterprises, Inc., its affiliates, management and employees and Kitt Watson: (i) make
no representations or warranties respecting the Seller, the Assets or its business; and (ii) shall not be responsible directly
or indirectly under any theory of liability for claims of the Buyer or its successors or assigns, including, without limitation
and without restriction, any claims for indemnity as may arise hereunder.  


 


9.        Miscellaneous
Provisions.


 


9.1 Further Assurances.
Each party hereto shall execute and/or cause to be delivered to each other party hereto such instruments and other documents, and
shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purpose of
carrying out or evidencing any of the Transactions.


 


9.2 Fees and Expenses.
Each party shall be responsible for their own fees and expenses


 


9.3 Attorneys' Fees.
If any legal action or other legal proceeding relating to this Agreement is brought against any party to this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which
the prevailing party may be entitled).


 


 


 




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9.4 Notices. Any
notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service
or by email transmission with proof of receipt,) to the address set forth beneath the name of such party below (or to such other
address or email address as such party shall have specified in a written notice given to the other parties hereto):


 


If to the Seller: 


 


Fyoosion LLC


4 Poplar Avenue


North Brunswick, NJ. 08902


Attn: Abhishek Jain


 


If to Purchaser:


 


Grom Social Enterprises, Inc.


2060 NW Boca Raton, Boulevard


Suite #6


Boca Raton, Fl. 33431


Attn: Melvin Leiner, Executive
Vice President


 


9.5 Time of the Essence.
Time is of the essence of this Agreement.


 


9.6 Headings. The
underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


9.7 Counterparts.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.


 


9.8 Governing Law;
Venue(a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the
State of Florida (without giving effect to principles of conflicts of laws).


 


(b) The Purchaser and the
Seller agree that, if any Proceeding is commenced against any Indemnitee by any Person in or before any court or other tribunal
anywhere in the world, then such Indemnitee may proceed against the Seller in or before such court or other tribunal with respect
to any indemnification claim or other claim arising directly or indirectly from or relating directly or indirectly to such Proceeding
or any of the matters alleged therein or any of the circumstances giving rise thereto.


 


9.9 Successors and Assigns;
Parties in Interest.


 


(a) This Agreement shall
be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their successors and assigns (if any).
This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the
respective successors and assigns (if any) of the foregoing.


 


(b) Purchaser may freely
assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in
whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be permitted
to assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Purchaser.


 


(c) Except for the provisions
of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other
than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the
foregoing, (i) no employee of the Seller shall have any rights under this Agreement, and (ii) no creditor of the Seller shall have
any rights under this.


 


 


 




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9.10 Remedies Cumulative;
Specific Performance. The rights and remedies of the parties hereto shall be cumulative (and not alternative). The Seller agrees
that: (a) in the event of any Breach or threatened Breach by the Seller of any covenant, obligation or other provision set forth
in this Agreement, the Purchaser shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree
or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision,
and (ii) an injunction restraining such Breach or threatened Breach; and (b) neither the Purchaser nor any other Indemnitee shall
be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with
any related action or Proceeding.


 


9.11 Waiver.


 


(a) No failure on the part
of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in
exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege
or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.


 


(b) No Person shall be deemed
to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the
waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered
on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which
it is given.


 


9.12 Amendments.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed
and delivered on behalf of the Purchaser and the Seller.


 


9.13 Severability.
In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application
of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable,
shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.


 


9.14 Entire Agreement.
This Agreement sets forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior
agreements and understandings among or between any of the parties relating to the subject matter thereof.


 


(balance of page intentionally left blank –
signature page follows)


 


 


 




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IN WITNESS WHEREOF,
the parties to this Agreement have caused this Agreement to be executed and delivered as of the date first set forth above.


 


Seller:


 


FYOOSION LLC


 


 


By: /s/ Abhiskek Jain                         


Its: Manager


 


 


Purchaser:


 


GROM SOCIAL ENTERPRISES, INC.


 


 


By: /s/ Melvin Leiner                        


Melvin Leiner, Executive Vice
President


Title: CEO


 


 


 


 


 




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EXHIBIT "A"


 


BILL OF SALE


 


BILL OF SALE dated December
27, 2017, from Fyoosion, LLC a Delaware limited liability company (“Seller"), to Grom Social Enterprises, Inc. a Florida
corporation (“Buyer”).


 


WITNESSETH, that in exchange
for good and valuable consideration, the receipt of which is hereby acknowledged by Seller, Seller hereby sells, conveys, transfers,
assigns and delivers to Buyer, its successors and assigns, to have and hold forever the following personal property in which Seller
has good and marketable title, free and clear of all liens and encumbrances.


 


(a)       the
Fyoosion software (the “Apps”);


 


(b)       the
domain name “www.fyoosiaon.com”; 


 


(c)       all
source code and object code pertaining to the Apps; 


 


(d)       all
web pages, image files and html code pertaining to the websites;


 


(e)       all
online accounts, including usernames and passwords, for the App or the Websites including the Amazon cloud hosting account, the
iTunes App Store account, the Google Play account, the Apps’ Facebook pages, and any other social media or online accounts
pertaining to the Apps or the Websites; All design assets pertaining to the Apps or the Websites including image files, wire frames,
and mock-ups;


 


(f)       all
product documentation pertaining to the Apps or the Websites including use cases and technical support matters;


 


(g)       the
goodwill associated with or used exclusively in connection with the operation of the Apps and the Websites; 


 


(h)       all
of Seller’s rights and obligations to the extent arising under any contracts identified on Schedule 1.1(i) to that
certain Asset Purchase Agreement, of which this Bill of Sale is a part (the “Assumed Contracts”);.


 


(i)       all
databases and user data owned by Seller and used in the operation of the Apps and Websites, including specifically customer lists,
subscriber lists and information relative to users who downloaded the Apps; 


 


(j)       all
inventions, trademarks, trade names, service marks, trade secrets, copyrights, and any applications therefor, and all computer
software programs, or applications and tangible or intangible proprietary information or material owned by Seller and used in the
Apps; and


 


(k)       all
available sales literature, promotional literature, customer, supplier and distributor lists, art work, and purchasing records
used in the operation of the Apps or the Websites. 


 


 


 




    	 	A-1	 



     


    


 


 


IN WITNESS WHEREOF, the
parties hereto have caused this Bill of Sale to be signed the day and year first above written.


 


Seller:


 


FYOOSION LLC


 


 


By: /s/ Abhishek Jain


Its: Manager


 


 


Buyer:


 


GROM SOCIAL ENTERPRISES, INC.


 


By: /s/ Melvin Leiner


Melvin Leiner, Executive vice
President


Title: CEO


 


 


 




    	 	A-2	 



     


    


 


 


EXHIBIT “B”


 


ASSUMED LIABILITIES


 


 








	AP Summary	 	Amount
	 	 	 
	Abhishek	$	10,000.00
	Dimitry	$	10,000.00
	Tempest (Norman)	$	37,500.00
	Martin	$	6,280.00
	CVSI	$	75,238.00
	CLI Marketing	$	7,720.00
	CLI Dev	$	14,673.00
	Reliance Accounting	$	5,835.00
	Call Center - Teleiman	$	49,000.00
	Kount	$	3,000.00
	Luda, Maria	$	2,000.00
	Oasis Ads	$	435.00
	GrabAds	$	395.00
	ClickDealer	$	10,155.00
	Matomy	$	2,500.00
	ClickSo	$	1,750.00
	MicroCube	$	750.00
	W4	$	240.00
	Media Octane	$	795.00
	Digital Remedy	$	6,000.00
	Mint	$	11,305.00
	Leet Marketing	$	2,580.00
	CLM	$	4,206.00
	 	 	 
	TOTAL	$	262,357.00


 




 




    	 	B-1	 



     


    


 


 


EXHIBIT “C”


 


FORM OF LEAKOUT AGREEMENT


 


December __, 2017


 


Grom Social Enterprises, Inc.


2060 NW Boca Raton Blvd., #6


Boca Raton, FL, 33431


 


		Re:	Leakout Agreement



 


Gentlemen:


 


The undersigned is a beneficial
owner of shares of the common stock of Grom Social Enterprises, Inc. (the "Company"), par value $.001 per share (the
"Shares"). The Shares were acquired as part of that certain Asset Purchase Agreement between the Company and Fyoosion
LLC (the “Agreement”). As part of the consideration included in the Agreement, the undersigned has agreed to execute
and deliver to the Company this “leak-out” agreement applicable to the Shares and agrees to the terms and conditions
contained hereinbelow.


 


The undersigned does agree,
for the benefit of the Company that the undersigned will not, without the prior written consent of the Company, in its sole discretion
offer to sell, sell assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly,
any of the Shares owned by the undersigned, or subsequently acquired through the exercise of any options, warrants or rights, or
conversion of any other security, or by reason of any stock split or other distribution of stock, or grant options, rights or warrants
with respect to any such Shares, during the twelve (12) month period commencing on the effective date of the Agreement, except
as follows: The undersigned shall have the right, but not the obligation, to sell that number of Shares equal to 25% of the daily
average trading volume. Additional Shares may only be sold by the undersigned with the consent of the Company, in its sole discretion.
Furthermore, the undersigned will permit all certificates evidencing the Shares to be endorsed with the appropriate restrictive
legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company.


 


Notwithstanding the foregoing,
the undersigned may sell or dispose of the Shares, provided that such sale or disposition is a privately negotiated transaction,
the transaction is in compliance with federal and state securities laws and other applicable laws in the written opinion of counsel
to the undersigned, which counsel must be acceptable to the Company and its counsel, and the acquirer of the Shares executes a
letter agreement with the Company substantially identical to the terms contained herein.


 


Very truly yours


 


__________________________


(signature of holder)


 


 


__________________________


Please Print Name(s)


 


 


__________________________


Number of shares of Common


Stock owned


 


 


 




    	 	C-1	 



     


    


 


 


EXHIBIT “D-1”


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into on January 1, 2018 and is effective for all purposes as of the Effective
Date (as defined below), by and between Grom Social Enterprises, Inc., a Florida corporation (the “Company”,
or “Grom”), and Abhishek Jain (the “Employee”).


 


RECITALS:


 


WHEREAS,
the Company and the Employee now desire to enter into this Agreement to memorialize the terms and conditions under which the Employee
shall hereinafter serve as Grom’s Vice of Digital Marketing.


 


NOW, THEREFORE,
in consideration of the foregoing and of the respective covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:


 


1.            Certain
Definitions. The following capitalized terms shall have the following meanings. All other capitalized terms used herein shall
have the meanings set forth in this Agreement.


 


(a)             “Cause”: For purposes of this Agreement, the Company shall have “Cause” to terminate the Employee’s
employment hereunder for any of the following actions: (i) the Employee causing material harm to the Company through (A) an uncured
material breach by the Employee of the terms and provisions of this Agreement or (B) the commission by Employee of an act or acts
of gross negligence, dishonesty, fraud or willful malfeasance in the performance of his duties hereunder, (ii) Employee is indicted
for, or convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude or a
felony under federal or applicable state law, or (iii) the Employee’s uncured failure to perform his material duties under
this Agreement.


 


(b)            “Common Stock” means the shares of common stock, par value $0.001 per share, of the Company.


 


(c)            “Contract Year” shall be a calendar year.


 


(e)             “Disability” shall mean the absence of the Employee from the Employee’s duties to the Company for a total
of 30 consecutive days, or 60 days during any one six-month period as a result of incapacity due to mental or physical illness
which is determined to be total and permanent by a physician selected by the Company and acceptable to the Employee or the Employee’s
legal representative (such agreement as to acceptability not to be withheld unreasonably)


 


(f)             “Effective Date” means January 1, 2018.


 


(g)            “Good Reason”: The Employee shall have Good Reason to resign from employment upon the occurrence of any of the
following events:


 


(i)    a
material breach of this Agreement by the Company.


 


The Employee must provide to the Company written
notice of his resignation within ten (10) days following the occurrence of the event or events constituting Good Reason and the
Company shall have a period of thirty (30) days following its receipt of such notice (the “Cure Period”), the
Employee shall still be entitled to pay and benefits during the period in which to cure such event or events. If the Company does
not cure the event or events constituting the basis for Good Reason by the end of the Cure Period, the Employee may resign from
employment within seven (7) days immediately following the last day of the Cure Period. A resignation or other voluntary termination
of employment by the Employee that does not comply with the requirements of this Section 1(g) shall not constitute termination
for Good Reason.


 


(h)            “Section 409A” shall mean, collectively, Section 409A of the Internal Revenue Code of 1986, as amended, and
the Department of Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any
such regulations or other guidance that may be issued after the date of this Agreement.


 


 


 




    	 	D-1-1	 



     


    



 


(i) “Fyoosion”
shall mean the Grom business unit housing the assets/business purchased by the Company from Fyoosion, LLC on December 29, 2017.


 


2.             Employment.


 


(a)            The Company shall continue to employ the Employee and the Employee shall remain employed by the Company during the Contract Term
(as defined below) in the position set forth in Section 3 and upon the other terms and conditions herein provided unless the Employee’s
employment is terminated earlier as provided in Section 7 hereof.


 


(b)            The term of this Agreement shall begin on the Effective Date and shall end on the one (1) year anniversary of the Effective Date
(the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew
for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial
Term, the “Contract Term”), unless this Agreement is otherwise terminated pursuant to the terms hereof. Either
party may give written notice of intent not to renew at least 30 days prior to the end of the Initial Term.


 


3.             Position
and Duties.


 


(a)            During the Contract Term, the Employee shall serve as:


 


     (i)   the
Vice President of Digital Marketing.


 


(b)            The Employee shall be required to spend substantially all of his business time on the business and affairs of the Company.


 


4.             Confidential
Information; Non-Solicitation; Non-Disparagement; and Return of Company Property.


 


(a)            Confidential Information. The Employee acknowledges that he has had and will have access to confidential information (including,
but not limited to, current and prospective confidential know-how, marketing plans, business plans, financial and pricing information,
and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, clients, contacts, prospects
and assets of the Company and its subsidiaries “ Grom Entities”) that is unique, valuable and not generally
known outside the Grom Entities, and which was obtained from the Grom Entities or which was learned as a result of the performance
of services by the Employee on behalf of the Grom Entities (“Confidential Information”). The Employee agrees
that he will not, at any time, directly or indirectly, use, divulge, furnish or make accessible to any person any Confidential
Information, but instead will keep all Confidential Information strictly and absolutely confidential and use such Confidential
Information in the furtherance of the business of the Grom Entities; provided, however, that this provision shall not prevent
the Employee from using his general business skill and knowledge in any future employment to the extent such skill and knowledge
is not specifically related to the business of the Confidential Information. The Employee will deliver promptly to the Company,
at the termination of his employment or at any other time at the Company’s request, without retaining any copies (other than
Employee Records, as defined below), all documents and other materials in his possession relating, directly or indirectly, to any
Confidential Information. For purposes of this Agreement, “Employee Records” shall mean any written or electronic
records of the Employee’s personal contacts.


 


(b)            Employee acknowledges and recognizes the competitive nature of the business of the Company and its affiliates and accordingly agrees
as follows: During his employment and for an twenty-four (24) month period commencing from the Date of Termination, Employee will
not, directly or indirectly engage in any of the following actions with any company operating the Restricted Area (as defined below):
(a) engage in any business for Employee's own account that competes with the business of the Company or its affiliates, (b) enter
the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or
its affiliates or (c) acquire a financial interest in any person engaged in any business that competes with the business of the
Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent,
trustee or consultant. Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly, own, solely
as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on
a national or regional stock exchange or on an over-the-counter market if Employee (i) is not a controlling person of, or a member
of a group which controls, such person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of
securities of such person.


 


(c)            Non-Solicitation of Employees. During the Contract Term and for a period of two (2) years thereafter, the Employee shall
not directly or indirectly, hire or recruit or solicit the employment or services of (whether as an Employee, officer, director,
agent, consultant or independent contractor), any Employee, officer, director, full-time consultant or independent contractor of
the Grom Entities.


 


 


 






    	 	D-1-2	 



     


    


 


(d)            Non-Solicitation of Business Partners. The Employee shall not directly or indirectly, solicit or encourage, or attempt to
solicit or encourage, any customers, suppliers, licensees, agents, consultants or independent contractors or other business partners
or business affiliates of the Grom Entities (collectively, “Business Partners”), to cease doing business with
or modify their business relationship with the Grom Entities, or in any way intentionally interfere with the relationship between
any such Business Partner and the Grom Entities (regardless of who initiates the contact).


 


(e)            Non-Disparagement. The Employee shall not make, and shall not cause or direct any person or entity to make, any disparaging
or untrue comments or statements, whether written or oral, about any Grom Entity (or any shareholder, member, director, manager
or officer thereof). No Grom Entity shall make, and shall not cause or direct any person or entity to make, any disparaging or
untrue comments or statements, whether written or oral, about Employee. “Disparaging” comments or statements include
such comments or statements which discredit, ridicule, or defame any person or entity or place such person or entity in a negative
light or impair the reputation, goodwill or commercial interest thereof.


 


(f)             Return of Company Property/Passwords. The Employee hereby expressly covenants and agrees that following termination of the
Employee’s employment with the Company for any reason or at any time upon the Company’s request, the Employee will
promptly return to the Company all property of the Company in his possession or control (whether maintained at his office, home
or elsewhere), including, without limitation, all Company passwords, credit cards, keys, laptop computers, cell phones and all
copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials,
documents, diaries, calendars and data of or relating to the Grom Entities or their personnel or affairs, in whatever media maintained;
provided, that, the Employee shall be permitted to retain his Employee Records.


 


(g)            Remedies for Breach. The Employee acknowledges that a breach of this Section 4 would immediately and irreparably harm the
Grom Entities and that a remedy at law would be inadequate to compensate the Grom Entities for their losses by reason of such breach
and therefore that the Company and/or the Grom Entities shall, in addition to any other rights and remedies available under this
Agreement, at law or otherwise, be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and
restraining the Employee from committing any violation of this Section 4, without the necessity of proving actual damages or posting
bond, and the Employee hereby consents to the issuance of such injunction.


 


5.             Place
of Employment. During his employment hereunder, the Employee shall be based at the Employee’s current office located
at Employee’s principal place of employment shall be North Brunswick, New Jersey. All reasonable commuting expenses from
New Jersey to the Company’s corporate offices in Florida as well as all reasonable out of pocket expense shall be reimbursed
by the Company.


 


6.             Compensation
and Related Matters. During the Employee’s employment hereunder, the Employee shall be paid the compensation and shall
be provided with the benefits described below:


 


(a)            Annual
Base Salary. The Employee’s annual base compensation (“Annual Base Salary”) shall be $60,000 payable
in monthly installments of $5,000 and payable in accordance with the Company’s prevailing payroll practices.


 


(b)            Additional Compensation. Based upon the goals and objectives agreed to with the Board of Directors, the Employee will be
eligible for a bonus in an amount up to a maximum of $10,000 per month based upon the profitability of Fyoosion using GAAP post-closing.
Grom’s Chief Financial Officer shall have the sole discretion over whether the Fyoosion bonus has been achieves and any bonus
amount.


 


(c)            Equity Compensation. As part of Employee’s compensation package Employee shall receive a non-qualified stock option
(the “Option”) exercisable for a period of five years to purchase 100,000 shares of the Common Sock of
the Company at a strike price of $1.50 per share. This option shall vest pro-rata over a 36-month period at the rate of 2,777 shares
per month commencing on February 1, 2018. These options only vest if Fyoosion attains profitability post-closing. If Fyoosion is
not profitable, the options shall not vest The terms related to Options are as follows:


 


		(i)	All vested options must be exercised within 90 days from the termination of employment



 


		(ii)	Options, whether vested or unvested shall be immediately forfeited in the event of termination
of employment for cause and including, but not limited to, fraud, theft, Employee dishonesty and violation of Company policy; purchasing
or selling securities of the Company without written authorization information guidelines, breaching any duty of confidentiality
including that required competing with the Company; or a finding by the Company's Board that the Employee has acted against the
interests of the Company



 


 


 


 




    	 	D-1-3	 



     


    



 


Upon the occurrence of any of the following
events, the Employee's rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided unless
otherwise specifically provided in a written agreement between the Employee and the Company relating to such Options:


 


If the shares of common stock shall be subdivided
or combined into a greater or smaller number of shares or if the Company shall issue any shares of its common stock as a stock
dividend on its outstanding common stock, the number of shares of common stock deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share
to reflect such subdivision, combination or stock dividend.


 


- If the Company is to be consolidated with
or acquired by another entity pursuant to an Acquisition, the Board of any entity assuming the obligations of the Company hereunder
(the "Successor Board") shall either (i) make appropriate provision for the continuation of such Options by substituting
on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares
of common stock in connection with the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess
of the fair market value of the shares subject to such Options over the exercise price thereof.


 


- In the event of a recapitalization or reorganization
of the Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding
shares of common stock, the Employee upon exercising Options shall be entitled to receive for the purchase price paid upon such
exercise the securities he would have received if he had exercised his Options prior to such recapitalization or reorganization.


 


- Except as expressly provided herein, no issuance
by the Company of shares of common stock of any class or securities convertible into shares of common stock of any class shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No
adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company.


 


(d)            Benefits. The Employee shall be entitled to participate in or receive benefits under any Employee benefit plan or other
arrangement made available by the Company to any of its Employees (including, without limitation, the Company’s medical,
401(k) and similar plans as may be approved by the Board, collectively, the “Benefits”), on terms at least as
favorable as those on which other senior Employees of the Company shall participate with Employee contribution for benefit plans
determined annually; provided, however, that the Employee shall be entitled to four weeks of paid vacation during each Contract
Year, exclusive of Company holidays.


 


(e)            Expenses. The Company shall reimburse the Employee for all reasonable travel and other business expenses incurred by the
Employee in the performance of his duties to the Company hereunder. Such expenses shall be reimbursable in accordance with prevailing
policies of the Company upon submission of verifiable receipts.


 


7.            Termination.
The Employee’s employment hereunder may be terminated prior to the end of the Contract Term by the Company or the Employee,
as applicable, without any breach of this Agreement only under the following circumstances:


 


(a)            Death. This Agreement and the Employee’s employment hereunder shall terminate upon the Employee’s
death.


 


(b)            Disability. If the Disability of the Employee has occurred during the Contract Term, the Company may give the Employee written
notice of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company
(including the rights to receive compensation and benefits, except as otherwise required by law) shall terminate effective on the
30th day after receipt of such notice by the Employee, provided that within the 30 days after such receipt, the Employee shall
not have returned to full-time performance of his duties.


 


(c)            Cause. The Company may terminate the Employee’s employment hereunder for Cause immediately upon the Company providing
notice of termination to Employee.


 


(d)            Without Cause. The Company may terminate the Employee’s employment hereunder without Cause upon 30 days’ notice.


 


 


 







    	 	D-1-4	 



     


    



 


(i)                
In the event the Company terminates Employee’s employment for Good Reason, the Company shall pay the Employee severance as
follows: the Employee shall be eligible for 3 months of severance payments at the monthly rate of $5,000.00 payable in accordance
with the Company’s payroll policies.


 


(ii)              
 In the event the Company terminates Employee’s employment before the end of the Initial Term for Cause or Employee
resigns his employment without Good Reason, Employee will be entitled to the salary and benefits he has accrued up until that date,
but the Company shall have no further obligations to Employee and shall have no obligation to pay Employee a bonus, pro-rated or
otherwise, for the work he has performed during the year of the termination.


 


(e)             Good Reason. The Employee may resign from his employment for Good Reason (as provided in Section 1(g)).


 


(f)              Resignation without Good Reason. The Employee may resign his employment without Good Reason upon 30 days written notice
to the Company.


 


(g)             Notice of Termination. Any termination of the Employee’s employment hereunder by the Company or the Employee (other
than by reason of the Employee’s death) shall be communicated by a notice of termination to the other party hereto. For purposes
of this Agreement, a “notice of termination” shall mean a written notice which (i) indicates the specific
termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed
to provide a basis for termination of the Employee’s employment under the provision indicated and (iii) specifies the
effective date of the termination.


 


8.             Arbitration.
In the event that the Company or the Employee, his spouse or any other person claiming benefits on behalf of or through Employee,
has a dispute or claim based upon this Agreement, including the interpretation or application of the terms and provisions of this
Agreement, the sole and exclusive remedy is for that party to submit the dispute to binding arbitration in accordance with the
rules of arbitration of the American Arbitration Association (“AAA”) in Florida. Any arbitrator selected to
arbitrate any such dispute shall be independent and neutral and will have the power to interpret this Agreement. Any determination
or decision by the arbitrator shall be binding upon the parties and may be enforced in any court of law. The expenses of the arbitrator
will be paid 50% by the Company and 50% by Employee, his spouse or other person, as the case may be, provided that the arbitrator
shall be free to apportion such fees between the parties as he/she may determine in his/her discretion as permitted by the AAA
rules of arbitration. The parties agree that this arbitration provision does not apply to the right of the Employee to file a charge,
testify, assist or participate in any manner in an investigation, hearing or proceeding before the Equal Employment Opportunity
Commission or any other agency pertaining to any matters covered by this Agreement and within the jurisdiction of the agency; and
that the prevailing party shall receive attorney’s fees.


 


9.             Binding
on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Employee and their respective
successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees,
as applicable.


 


10.           Governing
Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State
of Florida, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.


 


11.           Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


12.           Notices.
Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or
refusal of receipt) and shall be in writing and delivered personally or sent by facsimile transmission or certified or registered
mail, postage prepaid, as follows:


 


If to Employee:


 


Abhishek Jain


4 Poplar Avenue


North Brunswick, NJ. 08902


 


 


 




    	 	D-1-5	 



     


    



 


If to Company:


 


Grom Social Enterprises, Inc.


2060 NW Boca Raton Blvd., Suite #6


Boca Raton, FL 33431


Attention: Melvin Leiner, Executive VP


 


or at any other address as any party shall have specified by notice
in writing to the other parties.


 


13.           Severability.
In the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable, the entire Agreement
shall not fail on account thereof. It is further agreed that if any one or more of such paragraphs or provisions shall be judged
to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of the Company, but
would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby
reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and
effective and any such modification shall not thereby affect the validity of any other paragraph or provisions contained in this
Agreement.


 


14.           Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together
will constitute one and the same Agreement. Such counterparts may be delivered by fax or e-mail/.pdf transmission, such shall not
impair the validity thereof.


 


15.           Entire
Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect
to the employment of the Employee by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement.
The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic
evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.
This Agreement terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the
parties with respect to the subject matter of this Agreement.


 


16.           Amendments;
Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Employee
and a disinterested officer or director of the Company. By an instrument in writing similarly executed, the Employee or the Company
may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated
to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect
to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude
any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.


 


17.           Section
409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with,
and the parties agree to use their best efforts to achieve timely compliance with, Section 409A. Notwithstanding any provision
of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable or provided
under this Agreement (including the Severance Payment) may be subject to Section 409A, the Company may adopt (without any obligation
to do so or to indemnify the Employee for failure to do so) such limited amendments to this Agreement and appropriate policies
and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary
or appropriate to: (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the
intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements
of Section 409A; provided, however, that before the Company adopts any such amendment to this Agreement or policy (excluding
for this purpose a policy that applies generally to plans or arrangements in addition to this Agreement), the Company will provide
notice to the Employee reasonably in advance of adopting the amendment or policy of the need and appropriateness of such amendment
or policy. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with
the requirements of Section 409A from the Employee or any other individual to the Company or any of the Company’s affiliates,
Employees or agents.


 


 


[Remainder of page left blank intentionally;
signature page follows]


 


 


 




    	 	D-1-6	 



     


    




 


 


IN WITNESS WHEREOF, the parties have
executed this Agreement as of the 29th Day of December, 2017.


 


 


 


	 	 Employee


 

 


/s/ Abhishek Jain                                    


Abhishek Jain


 


GROM SOCIAL ENTERPRISES, INC. 


 


 


By: /s/ Melvin Leiner                             


Melvin Leiner, Executive
Vice President












 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	D-1-7	 



     


    



 


 


EXHIBIT “D-2”


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into on January 1, 2018 and is effective for all purposes as of the Effective
Date (as defined below), by and between Grom Social Enterprises, Inc., a Florida corporation (the “Company”,
or “Grom”), and Dimitry Polonskiy (the “Employee”).


 


RECITALS:


 


WHEREAS, the Company
and the Employee now desire to enter into this Agreement to memorialize the terms and conditions under which the Employee shall
hereinafter serve as Grom’s Software Engineer.


 


NOW, THEREFORE,
in consideration of the foregoing and of the respective covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:


 


1.            Certain
Definitions. The following capitalized terms shall have the following meanings. All other capitalized terms used herein shall
have the meanings set forth in this Agreement.


  


(a)            “Cause”: For purposes of this Agreement, the Company shall have “Cause” to terminate the Employee’s
employment hereunder for any of the following actions: (i) the Employee causing material harm to the Company through (A) an uncured
material breach by the Employee of the terms and provisions of this Agreement or (B) the commission by Employee of an act or acts
of gross negligence, dishonesty, fraud or willful malfeasance in the performance of his duties hereunder, (ii) Employee is indicted
for, or convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude or a
felony under federal or applicable state law, or (iii) the Employee’s uncured failure to perform his material duties under
this Agreement.


 


(b)            “Common Stock” means the shares of common stock, par value $0.001 per share, of the Company.


 


(c)            “Contract Year” shall be a calendar year.


 


(e)            “Disability” shall mean the absence of the Employee from the Employee’s duties to the Company for a total
of 30 consecutive days, or 60 days during any one six-month period as a result of incapacity due to mental or physical illness
which is determined to be total and permanent by a physician selected by the Company and acceptable to the Employee or the Employee’s
legal representative (such agreement as to acceptability not to be withheld unreasonably)


 


(f)             “Effective Date” means January 1, 2018.


 


(g)            “Good Reason”: The Employee shall have Good Reason to resign from employment upon the occurrence of any of the
following events:


 


(i)              a material
breach of this Agreement by the Company.


 


The Employee must provide to the Company written
notice of his resignation within ten (10) days following the occurrence of the event or events constituting Good Reason and the
Company shall have a period of thirty (30) days following its receipt of such notice (the “Cure Period”), the
Employee shall still be entitled to pay and benefits during the period in which to cure such event or events. If the Company does
not cure the event or events constituting the basis for Good Reason by the end of the Cure Period, the Employee may resign from
employment within seven (7) days immediately following the last day of the Cure Period. A resignation or other voluntary termination
of employment by the Employee that does not comply with the requirements of this Section 1(g) shall not constitute termination
for Good Reason.


 


(h)            “Section 409A” shall mean, collectively, Section 409A of the Internal Revenue Code of 1986, as amended, and
the Department of Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any
such regulations or other guidance that may be issued after the date of this Agreement.


 


(i)             “Fyoosion”
shall mean the Grom business unit housing the assets/business purchased by the Company from Fyoosion, LLC on December 29, 2017.


 


 


 




    	 	D-2-1	 



     


    



 


2.             Employment.


 


(a)            The Company shall continue to employ the Employee and the Employee shall remain employed by the Company during the Contract Term
(as defined below) in the position set forth in Section 3 and upon the other terms and conditions herein provided unless the Employee’s
employment is terminated earlier as provided in Section 7 hereof.


 


(b)            The term of this Agreement shall begin on the Effective Date and shall end on the one (1) year anniversary of the Effective Date
(the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew
for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial
Term, the “Contract Term”), unless this Agreement is otherwise terminated pursuant to the terms hereof. Either
party may give written notice of intent not to renew at least 30 days prior to the end of the Initial Term.


 


3.             Position
and Duties.


 


(a)             During the Contract Term, the Employee shall serve as a software engineer for Grom;


 


(b)            The Employee shall be required to spend substantially all of his business time on the business and affairs of the Company.


 


4.             Confidential
Information; Non-Solicitation; Non-Disparagement; and Return of Company Property.


 


(a)             Confidential Information. The Employee acknowledges that he has had and will have access to confidential information (including,
but not limited to, current and prospective confidential know-how, marketing plans, business plans, financial and pricing information,
and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, clients, contacts, prospects
and assets of the Company and its subsidiaries “ Grom Entities”) that is unique, valuable and not generally
known outside the Grom Entities, and which was obtained from the Grom Entities or which was learned as a result of the performance
of services by the Employee on behalf of the Grom Entities (“Confidential Information”). The Employee agrees
that he will not, at any time, directly or indirectly, use, divulge, furnish or make accessible to any person any Confidential
Information, but instead will keep all Confidential Information strictly and absolutely confidential and use such Confidential
Information in the furtherance of the business of the Grom Entities; provided, however, that this provision shall not prevent
the Employee from using his general business skill and knowledge in any future employment to the extent such skill and knowledge
is not specifically related to the business of the Confidential Information. The Employee will deliver promptly to the Company,
at the termination of his employment or at any other time at the Company’s request, without retaining any copies (other than
Employee Records, as defined below), all documents and other materials in his possession relating, directly or indirectly, to any
Confidential Information. For purposes of this Agreement, “Employee Records” shall mean any written or electronic
records of the Employee’s personal contacts.


 


(b)            Employee acknowledges and recognizes the competitive nature of the business of the Company and its affiliates and accordingly agrees
as follows: During his employment and for an twenty-four (24) month period commencing from the Date of Termination, Employee will
not, directly or indirectly engage in any of the following actions with any company operating the Restricted Area (as defined below):
(a) engage in any business for Employee's own account that competes with the business of the Company or its affiliates, (b) enter
the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or
its affiliates or (c) acquire a financial interest in any person engaged in any business that competes with the business of the
Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent,
trustee or consultant. Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly, own, solely
as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on
a national or regional stock exchange or on an over-the-counter market if Employee (i) is not a controlling person of, or a member
of a group which controls, such person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of
securities of such person.


 


(c)            Non-Solicitation
of Employees. During the Contract Term and for a period of two (2) years thereafter, the Employee shall not directly or indirectly,
hire or recruit or solicit the employment or services of (whether as an Employee, officer, director, agent, consultant or independent
contractor), any Employee, officer, director, full-time consultant or independent contractor of the Grom Entities.


 


 


 




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(d)            Non-Solicitation of Business Partners. The Employee shall not directly or indirectly, solicit or encourage, or attempt to
solicit or encourage, any customers, suppliers, licensees, agents, consultants or independent contractors or other business partners
or business affiliates of the Grom Entities (collectively, “Business Partners”), to cease doing business with
or modify their business relationship with the Grom Entities, or in any way intentionally interfere with the relationship between
any such Business Partner and the Grom Entities (regardless of who initiates the contact).


 


(e)             Non-Disparagement. The Employee shall not make, and shall not cause or direct any person or entity to make, any disparaging
or untrue comments or statements, whether written or oral, about any Grom Entity (or any shareholder, member, director, manager
or officer thereof). No Grom Entity shall make, and shall not cause or direct any person or entity to make, any disparaging or
untrue comments or statements, whether written or oral, about Employee. “Disparaging” comments or statements include
such comments or statements which discredit, ridicule, or defame any person or entity or place such person or entity in a negative
light or impair the reputation, goodwill or commercial interest thereof.


 


(f)             Return of Company Property/Passwords. The Employee hereby expressly covenants and agrees that following termination of the
Employee’s employment with the Company for any reason or at any time upon the Company’s request, the Employee will
promptly return to the Company all property of the Company in his possession or control (whether maintained at his office, home
or elsewhere), including, without limitation, all Company passwords, credit cards, keys, laptop computers, cell phones and all
copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials,
documents, diaries, calendars and data of or relating to the Grom Entities or their personnel or affairs, in whatever media maintained;
provided, that, the Employee shall be permitted to retain his Employee Records.


 


(g)            Remedies for Breach. The Employee acknowledges that a breach of this Section 4 would immediately and irreparably harm the
Grom Entities and that a remedy at law would be inadequate to compensate the Grom Entities for their losses by reason of such breach
and therefore that the Company and/or the Grom Entities shall, in addition to any other rights and remedies available under this
Agreement, at law or otherwise, be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and
restraining the Employee from committing any violation of this Section 4, without the necessity of proving actual damages or posting
bond, and the Employee hereby consents to the issuance of such injunction.


 


5.             Place
of Employment. During his employment hereunder, the Employee shall be based at any location of his preference.


 


6.             Compensation
and Related Matters. During the Employee’s employment hereunder, the Employee shall be paid the compensation and shall
be provided with the benefits described below:


 


(a)            Annual
Base Salary. The Employee’s annual base compensation (“Annual Base Salary”) shall be $48,000 payable
in monthly installments of $5,000 and payable in accordance with the Company’s prevailing payroll practice.


 


(b)            Equity
Compensation. As part of Employee’s compensation package Employee shall receive a non-qualified stock option (the “Option”)
exercisable for a period of five years to purchase 15,000 shares of the Common Stock of the Company at a strike price of $1.50
per share. This option shall vest pro-rata over a 36-month period at the rate of 417 shares per month commencing on February 1,
2018. These options only vest if Fyoosion attains profitability post-closing. If Fyoosion is not profitable, the options shall
not vest The terms related to Options are as follows:


 


		(i)	All vested options must be exercised within 90 days from the termination of employment



 


		(ii)	Options, whether vested or unvested shall be immediately forfeited in the event of termination
of employment for cause and including, but not limited to, fraud, theft, Employee dishonesty and violation of Company policy; purchasing
or selling securities of the Company without written authorization information guidelines, breaching any duty of confidentiality
including that required competing with the Company; or a finding by the Company's Board that the Employee has acted against the
interests of the Company



 


Upon the occurrence of any of the following
events, the Employee's rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided unless
otherwise specifically provided in a written agreement between the Employee and the Company relating to such Options:


 


 


 




    	 	D-2-3	 



     


    



 


If the shares of common stock shall be subdivided
or combined into a greater or smaller number of shares or if the Company shall issue any shares of its common stock as a stock
dividend on its outstanding common stock, the number of shares of common stock deliverable upon the exercise of Options shall be
appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share
to reflect such subdivision, combination or stock dividend.


 


- If the Company is to be consolidated with
or acquired by another entity pursuant to an Acquisition, the Board of any entity assuming the obligations of the Company hereunder
(the "Successor Board") shall either (i) make appropriate provision for the continuation of such Options by substituting
on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares
of common stock in connection with the Acquisition; or (ii) terminate all Options in exchange for a cash payment equal to the excess
of the fair market value of the shares subject to such Options over the exercise price thereof.


 


- In the event of a recapitalization or reorganization
of the Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding
shares of common stock, the Employee upon exercising Options shall be entitled to receive for the purchase price paid upon such
exercise the securities he would have received if he had exercised his Options prior to such recapitalization or reorganization.


 


- Except as expressly provided herein, no issuance
by the Company of shares of common stock of any class or securities convertible into shares of common stock of any class shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No
adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company.


 


(d)            Benefits.
The Employee shall be entitled to participate in or receive benefits under any Employee benefit plan or other arrangement made
available by the Company to any of its Employees (including, without limitation, the Company’s medical, 401(k) and similar
plans as may be approved by the Board, collectively, the “Benefits”), on terms at least as favorable as those
on which other senior Employees of the Company shall participate with Employee contribution for benefit plans determined annually;
provided, however, that the Employee shall be entitled to four weeks of paid vacation during each Contract Year, exclusive
of Company holidays.


 


(e)             Expenses.
The Company shall reimburse the Employee for all reasonable travel and other business expenses incurred by the Employee in the
performance of his duties to the Company hereunder. Such expenses shall be reimbursable in accordance with prevailing policies
of the Company upon submission of verifiable receipts.


 


7.            Termination.
The Employee’s employment hereunder may be terminated prior to the end of the Contract Term by the Company or the Employee,
as applicable, without any breach of this Agreement only under the following circumstances:


 


(a)            Death.
This Agreement and the Employee’s employment hereunder shall terminate upon the Employee’s death.


 


(b)            Disability.
If the Disability of the Employee has occurred during the Contract Term, the Company may give the Employee written notice of its
intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company (including
the rights to receive compensation and benefits, except as otherwise required by law) shall terminate effective on the 30th day
after receipt of such notice by the Employee, provided that within the 30 days after such receipt, the Employee shall not have
returned to full-time performance of his duties.


 


(c)             Cause.
The Company may terminate the Employee’s employment hereunder for Cause immediately upon the Company providing notice of
termination to Employee.


 


(d)            Without Cause. The Company may terminate the Employee’s employment hereunder without Cause upon 30 days’ notice.


 


(i)                
In the event the Company terminates Employee’s employment for Good Reason, the Company shall pay the Employee severance as
follows: the Employee shall be eligible for 3 months of severance payments at the monthly rate of $5,000.00 payable in accordance
with the Company’s payroll policies.


 


(ii)              
 In the event the Company terminates Employee’s employment before the end of the Initial Term for Cause or Employee
resigns his employment without Good Reason, Employee will be entitled to the salary and benefits he has accrued up until that date
but the Company shall have no further obligations to Employee and shall have no obligation to pay Employee a bonus, pro-rated or
otherwise, for the work he has performed during the year of the termination.


 


 


 




    	 	D-2-4	 



     


    



 


(e)             Good
Reason. The Employee may resign from his employment for Good Reason (as provided in Section 1(g)).


 


(f)             Resignation
without Good Reason. The Employee may resign his employment without Good Reason upon 30 days written notice to the Company.


 


(g)            Notice of Termination. Any termination of the Employee’s employment hereunder by the Company or the Employee (other
than by reason of the Employee’s death) shall be communicated by a notice of termination to the other party hereto. For purposes
of this Agreement, a “notice of termination” shall mean a written notice which (i) indicates the specific
termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed
to provide a basis for termination of the Employee’s employment under the provision indicated and (iii) specifies the
effective date of the termination.


 


8.             Arbitration.
In the event that the Company or the Employee, his spouse or any other person claiming benefits on behalf of or through Employee,
has a dispute or claim based upon this Agreement, including the interpretation or application of the terms and provisions of this
Agreement, the sole and exclusive remedy is for that party to submit the dispute to binding arbitration in accordance with the
rules of arbitration of the American Arbitration Association (“AAA”) in Florida. Any arbitrator selected to
arbitrate any such dispute shall be independent and neutral and will have the power to interpret this Agreement. Any determination
or decision by the arbitrator shall be binding upon the parties and may be enforced in any court of law. The expenses of the arbitrator
will be paid 50% by the Company and 50% by Employee, his spouse or other person, as the case may be, provided that the arbitrator
shall be free to apportion such fees between the parties as he/she may determine in his/her discretion as permitted by the AAA
rules of arbitration. The parties agree that this arbitration provision does not apply to the right of the Employee to file a charge,
testify, assist or participate in any manner in an investigation, hearing or proceeding before the Equal Employment Opportunity
Commission or any other agency pertaining to any matters covered by this Agreement and within the jurisdiction of the agency; and
that the prevailing party shall receive attorney’s fees.


 


9.             Binding
on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Employee and their respective
successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees,
as applicable.


 


10.           Governing
Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State
of Florida, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.


 


11.           Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


12.           Notices.
Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or
refusal of receipt) and shall be in writing and delivered personally or sent by facsimile transmission or certified or registered
mail, postage prepaid, as follows:


 


If to Employee:


 


Dimitry Polonskiy


4 Poplar Avenue


North Brunswick, NJ. 08902


 


 


If to Company:


 


Grom Social


2060 NW Boca Raton Blvd., Suite #6


Boca Raton, FL 33431


Attention: Mel Leiner, Executive VP


 


or at any other address as any party shall have specified by notice
in writing to the other parties.


 


 


 




    	 	D-2-5	 



     


    



 


13.           Severability.
In the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable, the entire Agreement
shall not fail on account thereof. It is further agreed that if any one or more of such paragraphs or provisions shall be judged
to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of the Company, but
would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby
reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and
effective and any such modification shall not thereby affect the validity of any other paragraph or provisions contained in this
Agreement.


 


14.           Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together
will constitute one and the same Agreement. Such counterparts may be delivered by fax or e-mail/.pdf transmission, such shall not
impair the validity thereof.


 


15.           Entire
Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect
to the employment of the Employee by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement.
The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic
evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.
This Agreement terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the
parties with respect to the subject matter of this Agreement.


 


16.           Amendments;
Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Employee
and a disinterested officer or director of the Company. By an instrument in writing similarly executed, the Employee or the Company
may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated
to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect
to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude
any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.


 


17.           Section
409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with,
and the parties agree to use their best efforts to achieve timely compliance with, Section 409A. Notwithstanding any provision
of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable or provided
under this Agreement (including the Severance Payment) may be subject to Section 409A, the Company may adopt (without any obligation
to do so or to indemnify the Employee for failure to do so) such limited amendments to this Agreement and appropriate policies
and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary
or appropriate to: (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the
intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements
of Section 409A; provided, however, that before the Company adopts any such amendment to this Agreement or policy (excluding
for this purpose a policy that applies generally to plans or arrangements in addition to this Agreement), the Company will provide
notice to the Employee reasonably in advance of adopting the amendment or policy of the need and appropriateness of such amendment
or policy. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with
the requirements of Section 409A from the Employee or any other individual to the Company or any of the Company’s affiliates,
Employees or agents.


 


 


[Remainder of page left blank intentionally;
signature page follows]


 


 


 


 




    	 	D-2-6	 



     


    



 


 


IN WITNESS WHEREOF, the parties have
executed this Agreement as of the 29th day of December, 2017.


 





	 	 Employee:


 


/s/ Dimitry Polonskiy                                     


Dimitry Polonskiy


 


 


GROM SOCIAL ENTERPRISES, INC. 


 


 


 


By: /s/ Melvin Leiner                                    


Melvin Leiner, Executive
Vice President


 






 


 


 


 


 


 


 






    	 	D-2-7