Exhibit 10.1


 


 WARRANT AGENT AGREEMENT


 


THIS WARRANT AGENT AGREEMENT
(this “Agreement”) is dated June 21, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”),
and Equiniti Trust Company, acting as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company proposes
to issue common stock purchase warrants (the “Warrants”) to acquire up to 2,771,084 shares of common stock, par value
$0.001 per share (“Common Stock”), subject to adjustment as provided herein, of the Company (collectively, the “Warrant
Shares”);


 


WHEREAS, each Warrant shall
represent the right to purchase from the Company, at an initial price of $4.565 per share (the “Exercise Price”), one
share of Common Stock, subject to adjustment as provided hereunder; and


 


WHEREAS, Equiniti Trust
Company is willing to serve as the Warrant Agent in connection with the issuance of Warrant Certificates (as defined below) and the other
matters as provided herein.


 


NOW, THEREFORE, in consideration
of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder
of the Company, the Warrant Agent and the record holders from time to time of the Warrants or, if the Warrants are held in “street
name,” a Participant (as defined below) or a designee appointed by such Participant (each, a “Holder” and collectively,
the “Holders”), the parties hereby agree as follows:


 


1. Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Aggregate Exercise
Price” means, with respect to each exercise of Warrants held by the Holder, the Exercise Price multiplied by the aggregate number
of Warrant Shares (which must be a whole number) that such Holder intends to purchase pursuant to such exercise.


 


“Business Day”
means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking
institutions in The City of New York are authorized or required by law or other government action to close.


 


“Common Stock”
shall have the meaning set forth in the first WHEREAS clause.


 


“Date of Exercise”
means the date on which the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election
to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify
it).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”)
promulgated thereunder.


 


“Exercise Price”
shall have the meaning set forth in the second WHEREAS clause.


 


“Expiration Date”
means June 21, 2026.


 


“Form
of Election to Purchase” means a Form of Election to Purchase substantially in the form attached to the Warrant.  


 


“Initial Exercise
Date” means June 21, 2021.


 


“Initial Issuance
Date” means June 21, 2021.


 


“Person”
means a corporation, association, partnership, limited liability corporation, organization, business, individual, trust, government or
political subdivision thereof or governmental agency.


 


 


 






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“Prospectus”
means the final prospectus relating to the Warrant Shares included in the Registration Statement.


 


“Registration Statement”
means, collectively, the various parts of the registration statement prepared by the Company on Form S-1 (File No. 333-25314) with respect
to the Warrant Shares, each as amended as of the date hereof, including the Prospectus therein and all exhibits filed with such registration
statement.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Specified Merger”
has the meaning set forth in subsection 8(d).


 


“Trading Day”
means (i) a day on which the shares of Common Stock are traded on the Trading Market on which the shares of Common Stock are then listed
or quoted, or (ii) if the shares of Common Stock are not listed on any such Trading Market, a day on which the shares of Common Stock
are traded in the over-the-counter market, as reported by the OTC Markets; provided, that in the event that the shares of Common Stock
are not listed or quoted as set forth in clause (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select
Market.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is the principal market on which the Common Stock
is traded, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
on the OTC (“Pink”) Markets (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Warrant Certificate”
means a certificate in substantially the form attached hereto as Exhibit A representing such number of Warrants set forth
on the Warrant Certificate.


 


“Warrants”
shall have the meaning set forth in the first WHEREAS clause.


 


“Warrant Shares”
shall have the meaning set forth in the first WHEREAS clause.


  


2. Form of Warrant.


 


(a) Warrants in
Global Form. The Warrants shall initially be issuable in book-entry registration only and evidenced by one or more global Warrant
Certificates (the “Global Warrant Certificates”) deposited with the Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co. (“Cede”), a nominee of the Depository. Ownership of beneficial interests
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository
or its nominee for each Global Warrant Certificate or (ii) institutions that have accounts with the Depository (such institutions, with
respect to a Warrant in its account, each a “Participant”). For purposes of this Agreement, the delivery of a notice
from the Depository or a Participant of the transfer or exercise of Warrants in the form of a Global Warrant Certificate shall be deemed
to constitute the delivery of a Warrant Certificate with respect to such transfer or exercise. If the Depository subsequently ceases to
make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other arrangements
for book-entry settlement. If the Company determines, in its sole discretion, not to have securities represented by the Global Warrant
Certificates, the Company will instruct the Warrant Agent to prepare and deliver physical certificates evidencing the Warrants in exchange
for the beneficial interests in the Global Warrant Certificates, based on directions received by the Depository from its Participants
with respect to ownership of beneficial interests in the Global Warrant Certificates. In such event, any physical certificates evidencing
the Warrants shall represent one or more Warrants as set forth on the Warrant Certificate and be issued in registered form only as definitive
Warrant Certificates and shall be substantially in the form attached hereto as Exhibit A, shall be dated the date of issuance
thereof (whether upon initial issuance, register of transfer, exchange or replacement) and shall bear such legends and endorsements typed,
stamped, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions
of this Agreement.


  


 


 






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(b) Effect of Signature.
Warrant Certificates shall be signed by, or bear the facsimile or electronic signature of, the chief executive officer, president, chairperson
of the board, chief financial officer, treasurer, any vice president, or secretary of the Company. In the event the person whose facsimile
or electronic signature has been placed upon any Warrant Certificate shall have ceased to serve in the capacity in which such person signed
the Warrant Certificate before such Warrant Certificate is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 


(c) Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant Certificate shall be invalid and of no effect
and may not be exercised by the holder thereof. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that such Warrant Certificate has been duly issued under the terms of this Agreement.


 


(d) Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by or on behalf of the Company. The Company and the Warrant Agent may deem and treat the registered Holder of each Warrant Certificate
as the absolute owner of the Warrants represented thereby for the purpose of any exercise thereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary. Any Person in whose name ownership of a beneficial interest in the Warrants
evidenced by a Global Warrant Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial
owner” thereof; provided, that all such beneficial interests shall be held through a Participant, which shall be the registered
holder of such Warrants.


 


(e) Registration
of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register, upon
surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified for
notice set forth in Section 13 below. Upon any such registration or transfer, a new Warrant Certificate substantially in the form attached
hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing the
portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing the remaining
portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance and delivery
of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled”
or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee thereof
shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant Certificate.
Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with the Depository, ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
(i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant
Agent with respect only to owners of beneficial interests that represent such direct registration.


 


(f) Warrants in
Uncertificated Form. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated
form if so specified by the Company.


 


3. Term of Warrants.
Warrants shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercise Date until 5:00
p.m. (New York time) on the Expiration Date. At 5:00 p.m. (New York time) on the Expiration Date, any Warrant not exercised prior thereto
(including without limitation, by payment of the applicable Aggregate Exercise Price on or prior to 5:00 p.m. (New York time) on the Expiration
Date) shall be and become void and of no value.


 


4. Exercise of Warrants
and Delivery of Warrant Shares.


 


(a) Exercise Procedure.
At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election
to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify
it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the
Depository’s procedures), at its address for notice set forth in Section 13, and payment of the Aggregate Exercise Price by the
date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is two (2) Trading Days after
the Date of Exercise (the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the
“Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and an effective
registration statement is available for the issuance of the Warrant Shares, or (ii) if the Transfer Agent is not participating in the
Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in
the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder
to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall
have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise
Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the
Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise.


 


 


 






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(b) If the Holder delivers
a Form of Election to Purchase but fails, within one Trading Day after the Date of Exercise, to deliver the Aggregate Exercise Price,
then the Holder shall only be deemed to be the holder of record of the Warrant Shares upon delivery of the Aggregate Exercise Price, so
long as such Aggregate Exercise Price is delivered within two (2) Trading Days of the Date of Exercise.


 


(c) No ink-original Form
of Election to Purchase shall be required of any Form of Election to Purchase be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender any Warrant Certificate to the Company or Warrant Agent until all of the Warrant
Shares issuable thereunder have been purchased and all of the Warrants evidenced by such Warrant Certificate have been exercised in full,
in which case, the Holder shall surrender such Warrant Certificate to the Company or Warrant Agent for cancellation within five (5) Trading
Days of the date the final Form of Election to Purchase is delivered to the Warrant Agent. Partial exercises of such Warrant Certificate
resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder
and any assignee, by acceptance of a Warrant Certificate, acknowledge and agree that, by reason of the provisions of this subsection,
following a partial exercise of such Warrant Certificate, the number of Warrant Shares issuable upon exercise of such Warrant Certificate
at any given time may be less than the amount stated on the face thereof.


 


(d) If fewer than all Warrant
Shares issuable upon exercise of the relevant Warrant Certificate are purchased upon any exercise thereof, then promptly following the
date on which the Holder has taken all actions necessary under the terms of this Agreement for such Holder to receive Warrant Shares and
be deemed to have become the holder of record of such Warrant Shares and at the request of the Holder (provided that the Holder has delivered
the original physical Warrant Certificate to the Warrant Agent for cancellation), the Company will execute and deliver to the Holder or
its assigns a New Warrant Certificate (dated the date such Holder is deemed to have become the holder of record of such Warrant Shares)
evidencing the unexercised portion of the relevant Warrant Certificate. If fewer than all the Warrants evidenced by a Global Warrant Certificate
are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Global Warrant Certificate,
or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.


 


(e) In addition to any other
rights available to the Holder, if the Holder has taken all actions necessary under the terms of this Agreement for such Holder to receive
Warrant Shares subject to a Form of Election to Purchase on a Warrant Share Delivery Date and the Company fails, or fails to cause the
Warrant Agent, to transmit to the Holder the Warrant Shares in accordance with the provisions of subsection 4(a) above on or before the
applicable Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction
or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by
the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant
and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)
or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of a Buy-In and evidence of
the amount of such loss.


 


(f) If at the time of exercise
hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance
of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


 


 






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(A) = as applicable: (i) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered
pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof
on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported
by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such
Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof
or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice
of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such
Trading Day 


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


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


 


If Warrant Shares are issued
in such a cashless exercise, which is an exchange of the warrants for the Warrant Shares, the parties acknowledge and agree that in accordance
with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised. The
Company agrees not to take any position contrary to this Section 2(c).


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed
or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by
the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company. 


 


5. Charges, Taxes
and Expenses. Issuance and delivery of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax, or transfer agent fee in respect of the issuance of such certificates, all of which taxes shall be paid by the Company;
provided, however, that the Company shall not be obligated to pay any tax which may be payable in respect of any transfer involved in
the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible
for all other tax liabilities that may arise as a result of holding or transferring any Warrant Certificate. The Company shall
pay all Warrant Agent and Transfer Agent fees required for same-day processing of any Form of Election to Purchase and all fees to the
Depository (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the
Warrant Shares.


 


6. Replacement of
Warrant Certificate. If any Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution for such Warrant Certificate, a New Warrant
Certificate, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity, if requested. Applicants for a New Warrant Certificate under such circumstances shall also comply with such
other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.


 


7. Reservation of
Warrant Shares. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued and
otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of all outstanding Warrants
as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of all outstanding Warrants
(taking into account any adjustments pursuant to Section 8 below). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized
and issued, and be fully paid and non-assessable.


 


 


 






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8. Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of each Warrant then outstanding are subject to adjustment from
time to time as set forth in this Section 8.


 


(a) Stock Dividends
and Splits. If the Company, (i) pays a dividend or distribution in the form of shares of its Common Stock on its Common Stock, (ii)
subdivides outstanding shares of Common Stock into a greater number of shares or otherwise effects a stock split, or (iii) combines outstanding
shares of Common Stock into a lesser number of shares or otherwise effects a reverse split, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before
such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this subsection 8(a) shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such subdivision or combination.


 


(b) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to subsection 8(a) above, the number of Warrant Shares that
may be purchased upon exercise of each Warrant shall be increased or decreased proportionately, as the case may be, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 


(c) Certain Extraordinary
Transactions. Except as provided in Section 8(d), in case of any consolidation or merger of the Company into another corporation (other
than a merger in which the Company is the continuing corporation) or in case of any sale, lease or conveyance to another corporation of
our property as an entirety in which the proceeds of the transaction are distributed to the Company’s stockholders, the Company
shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder of the Warrants shall have
the right thereafter by exercising the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable
upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased
upon exercise of the warrant immediately prior to such consolidation, merger, sale or conveyance. Any such provision shall include provision
for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the warrant.


 


(d) Specified Merger.
Notwithstanding the provisions of subsection 8(c) of this Agreement, in the event of a Specified Merger, as hereinafter defined, the Warrants,
if not exercised prior to the effective time of the Specified Merger, shall, at the effective time of the Specified Merger, without any
action on the part of the Holder, become and be converted into the right to receive cash or securities equal to the amount determined
by multiplying the number of Warrant Shares issuable upon exercise of the Warrant by the amount by which (x) the consideration payable
with respect to one share of Common Stock in the Specified Merger exceeds (y) the Exercise Price. A “Specified Merger”
shall mean the merger or consolidation of the Company into another corporation or entity or the sale by the Company of all or substantially
all of its business and assets in a transaction in which the net proceeds or other consideration from such sale are distributed to the
Company’s stockholders in liquidation of their shares of Common Stock, if, and only if, the sole consideration to be received by
the holders of the Common Stock is cash, including any contingent cash, and/or securities all of which are listed on a Trading Market
or another United States, Canadian or foreign stock exchange or market designated by the Company’s board of directors and the shares
are issuable pursuant to a registration statement on Form S-4 or other applicable form of registration statement. Securities issued in
the Specified Merger shall be valued at the average closing price thereof on the Trading Market or such other stock exchange or market
on which the securities are listed or traded on the Trading Day immediately prior to the effective date of the Specified Merger unless
the agreement relating to the Specified Merger provides another method of determining the value thereof, in which event the valuation
determined by such agreement shall prevail. Payment to the holder of this Warrant with respect to any such securities shall be payable
in either cash or in such securities (valued as herein provided), in the same manner as cash or securities is being paid or issued to
the holders of the Common Stock. If, in a Specified Merger, the value of the consideration payable with respect to one share of Common
Stock is equal to or less than the Exercise Price, no payment shall be made to the Holder of the Warrants, and the Warrants shall expire
and cease to be exercisable. The Company shall give the Holders and the Warrant Agent reasonable notice of a proposed effective date of
a Specified Merger.


 


(e) Notice of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section 8, the Company at its expense will promptly calculate such adjustment
in accordance with the terms of this Agreement and prepare a certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number of Warrant Shares or type of consideration issuable upon exercise of each Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. The Company
will reasonably promptly deliver or cause to be delivered to each Holder who makes a request in writing and to the Warrant Agent, a copy
of each such certificate.


 


 






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(f) Notice of Corporate
Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common
Stock (other than a dividend payable solely in shares of Common Stock) or (ii) authorizes the voluntary dissolution, liquidation or winding
up of the affairs of the Company, or (iii) proposed a transaction involving a merger, consolidation, sale of assets or similar transaction,
including a proposed Specified Merger, then the Company shall deliver or cause to be delivered to each Holder a notice describing the
material terms and conditions of such dividend, distribution or transaction. Notwithstanding anything to the contrary in this subsection
8(f), the failure to deliver any notice under this subsection 8(f) or any defect therein shall not affect the validity of the corporate
action required to be described in such notice. Until the exercise of a Holder’s Warrant or any portion of such Warrant, a Holder
shall not have nor exercise any rights by virtue of ownership of a Warrant as a stockholder of the Company (including without limitation
the right to notification of stockholder meetings or the right to receive any notice or other communication concerning the business and
affairs of the Company other than as provided in this subsection 8(f)), except as expressly set forth in this Section 8.


 


(g) Notices to Holders
on Registration Statement. If, at any time while any Warrants remain outstanding, the Registration Statement (or any subsequent registration
statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale of the Warrant
Shares, the Company shall deliver notice to the record Holders that such registration statement is not then effective for the sale of
Warrant Shares and shall deliver notice to the record Holders if and when the registration statement is effective again and available
for the sale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of any holder thereof
to sell any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its commercially
reasonable best efforts to maintain a current and effective registration statement relating to the Warrant Shares until the expiration
of the Warrants.


 


(h) To the extent that any
notice provided to the Holders under this Agreement constitutes, or contains, material, non-public information regarding the Company or
any of the Company’s subsidiaries, the Company shall simultaneously file such notice with the Commission on a Current Report on
Form 8-K.


 


(i) Rights Offerings.
In addition to any adjustments pursuant to Section 8(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
(the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding any limitations of beneficial
ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding any such beneficial
ownership limitations).


 


9. Payment of Exercise
Price. The Holder shall pay the Aggregate Exercise Price by paying, in lawful money of the United States, by certified check payable
to the Warrant Agent, as agent for the Company, or bank draft payable to the order of the Company or by wire transfer of immediately available
funds to an account designated in writing by the Company (or as otherwise agreed to by the Company) delivered to the Warrant Agent not
later than one Trading Day after the Date of Exercise. Notwithstanding the foregoing, if payment is made in any form other than a wire
transfer of immediately available funds, neither the Warrant Agent nor the Company shall be required to issue Warrant Shares until the
Warrant Agent’s bank shall have confirmed that the payment has cleared, which date shall be the date that the Holder has made payment
of the Exercise Price.


 


10. Holder Not Deemed
a Stockholder. The Holder, solely in such Person’s capacity as a Holder, shall not be entitled to vote or receive dividends
or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in the Warrants be construed to confer
upon the Holder, solely in such Person’s capacity as a Holder of Warrants, any of the rights of a stockholder of the Company or
any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior
to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of the Warrants,
except as expressly set forth in Section 8.


 


 


 






    	 	7	 



     


    

 


11. No
Fractional Shares. No fractional shares will be issued in connection with any exercise of a Warrant. In lieu of any fractional shares
which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the Exercise Price. 


 


12. Exchange Act
Filings. The Holder agrees and acknowledges that it shall have sole responsibility for making any applicable filings with the U.S.
Securities and Exchange Commission pursuant to Sections 13 and 16 of the Exchange Act as a result of its acquisition of any Warrant and
the Warrant Shares and any future retention or transfer thereof.


 


13. Notices.
Any and all notices or other communications or deliveries hereunder (including without limitation any Form of Election to Purchase) shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or by PDF sent by email specified in this Section 13 prior to 5:00 p.m. (New York time)
on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or by PDF send by email as specified in this Section 13 on a day that is not a Business Day or later than 5:00
p.m. (New York time) on any Business Day, (c) the Business Day following the date of mailing, if sent by nationally recognized overnight
courier service which provides evidence of delivery, or (d) upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be:


 


 


if to the Company:


 


Grom Social Enterprises, Inc.


2060 NW Boca Raton Boulevard, #6


Boca Raton, FL 33431


Email: darren@gromsocial.com


 


if to the Warrant Agent:


 


Equiniti Trust Company


1110 Centre Pointe Curve, Suite 101


Mendota Heights, MN 55120


Attention: Toula Akladios


Email: Toula.Akladios@equiniti.com


 


if to the Holder:


 


to the address or facsimile number or email appearing
on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section
13.


 


14. Warrant Agent.


 


(a) The Company and the
Warrant Agent hereby agree that the Warrant Agent will serve as an agent of the Company as set forth in this Agreement.


 


(b) The Warrant Agent shall
not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates
(except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the
number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations
of the Company made in such certificates that the Warrant Agent receives.


 


(c) The Warrant Agent shall
not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities
or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation.


 


 


 






    	 	8	 



     


    

  


(d) The Warrant Agent shall
not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered
or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly
authorized, (ii) be responsible for any failure by the Company to comply with any of its obligations contained in this Agreement or in
the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence
or willful misconduct (which gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree
or ruling of a court of competent jurisdiction), or (iv) have any responsibility to determine whether a transfer of a Warrant complies
with applicable securities laws.


 


(e) The Warrant Agent is
hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company from
the Chief Executive Officer, the President, the Chief Financial Officer, or the Secretary or any Assistant Secretary of the Company and
to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be
liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except
for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence
of such or may require such further or additional evidence as it may deem reasonable.


 


(f) The Warrant Agent may
exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys,
agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The
Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect
hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made
or action, suit or proceeding instituted against or arising out of or in connection with this Agreement.


 


(g) The Company will take
such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement.


 


(h) The Warrant Agent shall
act solely as agent of the Company hereunder.


 


(i) The Warrant Agent may,
at its own expense, consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall
incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.


 


(j) The Company agrees to
pay to the Warrant Agent compensation for all services rendered by the Warrant Agent hereunder as the Company and the Warrant Agent may
agree from time to time, and to reimburse the Warrant Agent for reasonable expenses incurred in connection with the execution and administration
of this Agreement (including the reasonable compensation and expenses of its counsel), and further agrees to indemnify the Warrant Agent
for, and hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its part,
arising out of or in connection with the acceptance and administration of this Agreement (which gross negligence or willful misconduct
must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction).


 


(k) No resignation or removal
of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the
successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability
hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving
60 days prior written notice to the Company. The Company may remove the Warrant Agent upon written notice, and the Warrant Agent shall
thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Upon such resignation or
removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has
been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or
the Holder of any Warrant (if such Holder first submits his, her or its Warrant Certificate for inspection by the Company) may apply to
any court of competent jurisdiction for the appointment of a new warrant agent, provided that, for purposes of this Agreement, the Company
shall be deemed to be the Warrant Agent until a new warrant agent is appointed. After acceptance in writing of such appointment by the
new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein
as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning
or removed Warrant Agent. Failure to give any notice provided for in this subsection 14(k), however, or any defect therein, shall not
affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be.
The Company shall, or shall cause the successor Warrant Agent to, deliver to each Holder at such Holder’s last address as shown
on the register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor
Warrant Agent’s address for communication.


 


 


 






    	 	9	 



     


    

  


(l) Any corporation into
which the Warrant Agent or any new warrant agent may be merged or converted or any corporation resulting from any consolidation to which
the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially all
of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation
(i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 14(k) above or (ii) is a wholly
owned subsidiary of the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent
to be mailed (by first class mail, postage prepaid) to each Holder in accordance with Section 14 above.


 


15. Miscellaneous.


 


(a) Successors and
Assigns. This Agreement shall be binding on and inure to the benefit of the Company, the Warrant Agent and the Holders, and their
respective successors and assigns. Subject to the preceding sentence, nothing in this Agreement shall be construed to give to any Person
other than the Company, the Warrant Agent and the Holders any legal or equitable right, remedy or cause of action under this Agreement.


 


(b) Amendments and
Waivers. The Company may, without the consent of the Holders, by supplemental agreement or otherwise, add to the covenants and agreements
of the Company for the benefit of the Holders, or surrender any rights or power reserved to or conferred upon the Company in this Agreement,
provided that such changes or corrections shall not adversely affect the interests of Holders of then outstanding Warrants in any respect.
The Company may, with the consent, in writing or at a meeting, of the Holders of outstanding Warrants exercisable for a majority of the
Warrant Shares, amend in any way, by supplemental agreement or otherwise, this Agreement and/or all of the outstanding Warrant Certificates;
provided, however, that no such amendment shall adversely affect any Warrant differently than it affects all other Warrants, unless the
Holder thereof consents thereto. The Warrant Agent shall, at the request of the Company, and without need of independent inquiry as to
whether such supplemental agreement is permitted by the terms of this Section 15(b), join with the Company in the execution and delivery
of any such supplemental agreements, but shall not be required to join in such execution and delivery for such supplemental agreement
to become effective.


 


(c) Choice of Law,
etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party
shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


  


(d) Interpretation.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


(e) Severability.
In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.


 


(f) Execution.
This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.


 


(g) Additional Warrants.
The Company may from time to time issue additional warrants (the “Additional Warrants”) under this Agreement, without
requiring the consent of any Holder, with the same terms as the warrants initially issued hereunder.


 


[The remainder of this page has been left intentionally
blank.]


 


 


 


 






    	 	10	 



     


    

 


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


 


	 	Grom Social Enterprises, Inc.	 
	 	 	 	 
	 	By:	/s/ Darren Marks	 
	 	 	Name: Darren Marks	 
	 	 	Title: CEO	 


 


[Company Signature Page to Warrant Agent Agreement]


 


 


 


 


 






    	 	11	 



     


    

 


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


 


	 	EQUINITI TRUST COMPANY, as Warrant Agent	 
	 	 	 	 
	 	By:	/s/ Martin J. Knapp	 
	 	 	Name: Martin J. Knapp	 
	 	 	Title: SVP, Relationship Director	 


 


[Warrant Agent Signature Page to Warrant Agent
Agreement]


 


 


 


 


 


 


 






    	 	12	 



     


    

 


Exhibit A


 


[UNLESS THIS GLOBAL WARRANT
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE WARRANT AGENT AGREEMENT.


 


ANY TRANSFER OF THE SECURITIES
REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE WARRANT AGENT AGREEMENT (THE “WARRANT
AGREEMENT”) DATED AS OF [ ], 2021 BETWEEN GROM SOCIAL ENTERPRISES, INC. AND EQUINITI TRUST COMPANY, SOLELY IN ITS CAPACITY AS WARRANT
AGENT. BY ACCEPTING DELIVERY OF THE SECURITIES REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE
AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.]


 


EXERCISABLE ON OR AFTER [___], 2021


AND UNTIL 5:00 P.M. (NEW YORK TIME) ON THE EXPIRATION
DATE


 


	CUSIP:	 	 	 
	No.	 	 	Warrants to Purchase [____________] Shares


 


Warrant Certificate


 


WARRANTS TO PURCHASE COMMON STOCK OF GROM SOCIAL
ENTERPRISES, INC.


 


This Warrant Certificate
certifies that [______________], or registered assigns, is the registered holder of Warrants (the “Warrants”) to acquire
from Grom Social Enterprises, Inc., a Florida corporation (the “Company”), the aggregate number of fully paid and non-assessable
shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), specified above for consideration
equal to the Exercise Price (as defined in the Warrant Agreement (as defined below)) per share of Common Stock. The Exercise Price and
number of shares of Common Stock and/or type of securities or property issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement. The Warrants evidenced by this Warrant Certificate shall
not be exercisable after and shall terminate and become void as of 5:00 P.M., New York time, on [ ], 2026 (the “Expiration Date”).


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of warrants expiring on the Expiration Date entitling the Holder hereof to
receive shares of Common Stock, and is issued or to be issued pursuant to a Warrant Agent Agreement, dated [ ], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company and Equiniti Trust Company, as warrant agent (the “Warrant
Agent,” which term includes any successor warrant agent under the Warrant Agreement), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the Holders (“Holders” meaning, from time to
time, the registered holders of the warrants issued thereunder). To the extent any provisions of this Warrant Certificate conflicts with
any provision of the Warrant Agreement, the provisions of the Warrant Agreement shall apply. A copy of the Warrant Agreement may be obtained
by the Holder hereof upon written request to the Company at Grom Social Enterprises, Inc., Attn: Darren M. Marks. Capitalized terms not
defined herein have the meanings ascribed thereto in the Warrant Agreement.


 


 


 






    	 	13	 



     


    

 


The Warrants evidenced by
this Warrant Certificate may be exercised, in whole or in part, at any time on or after [ ], 2021 and on or before the Expiration Date,
in the manner and subject to the terms of the Warrant Agreement including, but not limited to, Sections 4 and 8 thereof. Each exercise
must be for a whole number of Warrant Shares.


 


The Warrant Agreement provides
that upon the occurrence of certain events the Exercise Price set forth in this Warrant Certificate may, subject to certain conditions,
be adjusted, and that upon the occurrence of certain events the number of shares of Common Stock and/or the type of securities or other
property issuable upon the exercise of the Warrants evidenced by this Warrant Certificate shall be adjusted. The Warrant Agreement also
provides for the automatic conversion of the Warrants under certain circumstances. No fractional share of Common Stock will be issued
upon the exercise of the Warrants evidenced by this Warrant Certificate, but the Company will at its election either pay the cash value
thereof determined as provided in the Warrant Agreement or round the fractional share to the next whole share.


 


Warrant Certificates, when
surrendered at the office of the Warrant Agent by the registered Holder thereof in person or by such Holder’s legal representative
or attorney duly appointed and authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate the right to purchase a like number of Warrant Shares.


 


Each taker and holder of
this Warrant Certificate, by taking or holding the same, consents and agrees that the holder of this Warrant Certificate when duly endorsed
in blank may be treated by the Company, the Warrant Agent and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights represented hereby or the person entitled to the transfer
hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, provided that until
such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner for all purposes.


 


The Warrants evidenced by
this Warrant Certificate do not entitle any Holder to any of the rights of a stockholder of the Company.


 


This Warrant Certificate
and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.


 


[The remainder of this page has been left intentionally
blank.]


 


 


 






    	 	14	 



     


    

 


  


IN WITNESS WHEREOF, the
undersigned have caused this Global Warrant Certificate to be executed as of the date set forth below.


 


	 	GROM SOCIAL ENTERPRISES, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


	Dated: ___________________________________	 
	 	 
	
    Countersigned:

    EQUINIT TRUST COMPANY

    as Warrant Agent 
	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature page to Global Warrant Certificate]


 


 


 



    	 	15	 



     


    




 


FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer
of Warrant]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto _______________________________________ the right represented by the within Warrant
Certificate to purchase ______________ shares of common stock of Grom Social Networks, Inc. to which the within Warrant Certificate relates
and appoints _______________________________ attorney to transfer said right on the books of Grom Social Networks, Inc. with full power
of substitution in the premises.


 


	Dated:	 	 


 


	 
	Printed Name of Holder
	 
	Signature of Holder (signature must conform in all respects to name of holder as specified on the front page of the Warrant Certificate)
	 
	Title of Signatory (if Holder is not a natural person)
	 
	Address of Transferee:
	 
	 
	 
	 


 


Signature Guaranteed By:


 


_______________________________________


 


The signature to this Form of Assignment must
correspond with the name as it appears on the face of the Warrant Certificate in every particular. Officers signing on behalf of a corporation,
partnership, trust or other entity must provide evidence of authority to assign the foregoing Warrant upon request of the Company or Warrant
Agent. The signature must be guaranteed by a U.S. chartered bank or by a medallion signature guarantee from a member of a recognized Signature
Medallion Guarantee Program.


 


 


 



    	 	16	 



     


    




FORM OF ELECTION TO PURCHASE


 


To Grom Social Enterprises, Inc.:


 


In accordance with [Warrant
Certificate No. enclosed with this Form of Election to Purchase][the Global Warrant Certificate to be delivered in connection with this
Form of Election to Purchase in the manner contemplated by the Warrant Agreement (as defined below)], the undersigned hereby irrevocably
elects to exercise the Warrants evidenced by this Warrant Certificate with respect to Warrant Shares in accordance with the terms of the
Warrant Agent Agreement dated [ ], 2021, between Grom Social Enterprises, Inc., a Florida corporation, and Equiniti Trust Company, as
warrant agent (the “Warrant Agreement”). Terms used and not defined herein have the meanings specified in the Warrant
Agreement.


 


The Holder hereby agrees
to pay the Aggregate Exercise Price, in lawful money of the United States, by certified check payable to the Warrant Agent, as agent for
the Company, or bank draft payable to the order of the Company or by wire transfer of immediately available funds to an account designated
in writing by the Company (or as otherwise agreed to by the Company) delivered to the Warrant Agent, together with any applicable taxes
payable by the undersigned pursuant to the terms of the Warrant Agreement.


 


Unless the Warrant Shares
will be delivered electronically via DWAC, the undersigned requests that certificates for the shares of Common Stock issuable upon this
exercise be issued in the name of:


 


	Name:	 	 
	Address:	 	 
	 	 	 


 


Social Security or Tax I.D. No.: _________________________


 


If the Warrant Shares will
be delivered electronically via DWAC, the undersigned requests that the Warrant Shares issuable upon this exercise be issued to the following
account:


 


	Name of DTC Participant:	 
	DTC Participant Number:	 
	Name of Account at DTC Participant to be credited with the Warrant Shares:	 
	Account Number at DTC Participant to be credited with the Warrant Shares:	 


 


	This Election to Purchase is delivered by:
	 
	Signature (and title, if applicable) of Authorized Signatory of Holder
	 
	Name of Holder
	 
	Date


 


 


 


 






    	 	17	 



     


    

 


Warrant Shares Exercise Log


 


	Date	Number of Warrant Shares

Available to be Exercised	Number of Warrant

Shares Exercised	Number of Warrant Shares Remaining

to be Exercised
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 


 


 


 


 


 


 






    	 	18