Exhibit 10.70


 


WARRANT AGENT AGREEMENT


 


This WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of [•], 2022 (the “Issuance Date”) is between
Grom Social Enterprises, Inc. a Florida corporation (the “Company”), and Equiniti Trust Company (the “Warrant
Agent”).


 


WHEREAS, pursuant
to the terms of that certain Underwriting Agreement, dated [•], 2022, by and among the Company, the underwriters named in Schedule
I thereto, and EF Hutton, division of Benchmark Investments, LLC, acting as the sole book-running manager and as representative of the
underwriters, the Company engaged in a public offering (the “Offering”) consisting of: (x) up to [•] units (the
“Units”), with each Unit consisting of (i) one share of common stock, par value $0.001 per share (the “Common
Stock”), of the Company and (ii) two common stock purchase warrants, (the “Non-Prefunded Warrants”), each
Non Prefunded Warrant exercisable for one share of Common Stock; and (y) up to [•] prefunded units (the “Prefunded Units”),
with each Pre-Funded Unit consisting of (i) one pre-funded warrant (the “Prefunded Warrant”, together with the Non
Prefunded Warrants, the “Warrants”) exercisable for one share of Common Stock at an exercise price of $0.001 per share
(ii) two Non Prefunded Warrants, each Non Prefunded Warrant exercisable for one share of Common Stock ;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form
S-1 (File No. 333-268278), as amended (the “Registration Statement”), for the registration under the Securities Act
of 1933, as amended (the “Securities Act”), of the Warrants, common stock, and shares of common stock underlying the
Warrants, and such Registration Statement was declared effective on [•], 2022;


 


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the
terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. 
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect
to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms
and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


 2. Warrants.




 


2.1.  
Form of Warrants. The Warrants shall be registered securities and shall be evidenced by a form of prefunded warrant (“Global
Prefunded Warrant”) and a form of nonprefunded warrant (“Global Nonprefunded Warrant”, together with the
Global Prefunded Warrant, the “Global Warrants”) in the forms of Exhibit A-1 and Exhibit A-2 to this
Warrant Agreement, respectively, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company
(“DTC”) and registered in the name of Cede & Co., a nominee of DTC. The terms of the Prefunded Warrant and Nonprefunded
Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants,
the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants
are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant
Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Prefunded Warrant and Nonprefunded
Warrant, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing the Global Prefunded Warrant
(“Definitive Prefunded Warrant”) and the Global Nonprefunded Warrant (“Definitive Nonprefunded Warrant”)
attached hereto as Exhibit B-1 and Exhibit B-2, respectively (“Definitive Certificates” and, together with the Global
Prefunded Warrant and Global Nonprefunded Warrant, “Warrant Certificates”), registered as requested through the DTC
system.


 


 


 






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 2.2. Issuance and Registration of Warrants.




 


2.2.1.   
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the
Warrants evidenced by the Warrant Certificates is recorded on the records maintained by DTC or its nominee shall be deemed to be the “beneficial
owner” thereof; provided, that all such beneficial interests shall be held through a Participant of DTC.


 


2.2.2.  
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Warrants and deliver
the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company.
Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3.  
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder,”
which shall include a Holder’s transferees, successors and assigns and a “Holder” shall include, if the Warrants are
held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of
such Warrants) as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy
or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The
rights of beneficial owners in a Warrant evidenced by the Global Warrants shall be exercised by the Holder or a Participant through the
DTC system, except to the extent set forth herein or in the Global Warrants.


 


2.2.4.  
Delivery of Warrant Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as
defined below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent
for the exchange of some or all of such Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Exhibits C-1 and C-2 (the “Warrant Certificate Request Notices”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant
Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly
issue and deliver to the Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request
Notice. Such Warrant Certificate shall be dated the date of issuance of the Warrant Certificate, shall include the initial exercise date
of the Warrants, shall be executed by an authorized signatory of the Company and shall be reasonably acceptable in all respects to such
Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate
to the Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant
Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to
the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined
in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after
such Warrant Certificate Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate,
the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate
Request Notice, the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set
forth herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Warrant Certificate and the terms of this Agreement.


 


2.2.5.   
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company
(an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either
manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent,
which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who
signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of
the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person
was not such an Authorized Officer.


 


 


 






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2.2.6.  
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants
may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing
delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the
Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration
of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto
a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment,
by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but,
for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange,
together with reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto. All such fees and expenses
shall be paid by the Company, and not by any Holder.


 


2.2.7.  
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction,
of indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent
shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant
Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the
replacement of lost Warrant Certificates. The Warrant Agent may receive compensation from the surety companies or surety agents for administrative
services provided to them.


 


2.2.8.   
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or
the Warrants; provided, however, that at all times that Warrants are evidenced by the Global Warrants exercise of those
Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


 3. Terms and Exercise of Warrants.




 


3.1.  
Exercise Price. Each Prefunded Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate
and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $0.001
per share with respect to the Prefunded Warrants, subject to the subsequent adjustments provided in the Prefunded Warrant. Each Nonprefunded
Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase
from the Company the number of shares of Common Stock stated therein, at the price of $[•] with respect to the Nonprefunded Warrants,
subject to the subsequent adjustments provided in the Nonprefunded Warrant. The term “Exercise Price” as used in this
Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2.    
Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date of issuance and ending on the Termination Date. Each Warrant not exercised on or before the Termination Date shall cease to
be exercisable at the close of business on the Termination Date.


 


 3.3. Exercise of Warrants.




 


3.3.1.   
Exercise. Subject to the provisions of the Global Warrants, a Holder (or a Participant or a designee of a Participant acting
on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent during the Exercise Period a notice of exercise of the
Warrants to be exercised (i) in the forms attached to both the Global Prefunded Warrant and Global Nonprefunded Warrant or (ii) via an
electronic warrant exercise through the DTC system (each, an “Election to Purchase”); provided, that if a Holder
exercises a Warrant later than 5:00 P.M., Eastern Standard Time, on any Trading Day or at any time on a day that is not a Trading Day,
the Warrant will be deemed exercised as of the opening of trading on the next Trading Day. All other requirements for the exercise of
a Warrant shall be as set forth in the Warrant. All exercise funds shall be delivered to the Warrant Agent for the processing of the exercises.


 


 


 






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3.3.2.  
The Warrant Agent shall, by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise
the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated
on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder
or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of
Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar
shall reasonably request. The Company shall issue the Warrant Shares in compliance with the terms of the Warrant.


 


3.3.3.   
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4.  
No Fractional Exercise. Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional
shares or scrip representing fractional shares shall be issued upon the exercise of the Warrant. As to any fraction of a share which the
Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


3.3.5.   
No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be
paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that
any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge
shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.


 


3.3.6.  
Date of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise
Date, and for purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker
that is a DTC participant to exercise its interest in this Warrant, except that, if the Exercise Date is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the open of business on the next
succeeding date on which the stock transfer books are open.


 


4. 
Adjustments. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment
and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Section 3 of the Warrant, then, in any such event, the Company shall give written notice to the Warrant Agent. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled
to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company
with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter,
and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate,
notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof from the Company.


 


5. 
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery
of a Warrant Certificate for a fraction of a Warrant.


 


 


 






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 6. Other Provisions Relating to Rights of Holders of Warrants.




 


6.1.         
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder
of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
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 share capital, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior
to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2.  
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


 7. Concerning the Warrant Agent and Other Matters.




 


7.1.   
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and
protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received
in accordance with this Section 7.1.


 


7.2.   
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant
Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive
rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use
of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are
due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent
(1.5%) per month commencing forty-five (45) days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s
fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant
Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant
Agreement or in the exercise of its rights.


 


7.3.  
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set
forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no
representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant
Shares; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action
hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not
be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized
and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission
or other document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party
or parties; (e) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other
documents relating thereto; (f) shall not be liable or responsible for any failure on the part of the Company to comply with any of its
covenants and obligations relating to the Warrants, including without limitation obligations under applicable securities laws; (g) may
rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with
respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such
actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of
its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection
with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for
those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent,
set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or
after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken
by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than five (5) business days after the date such application is sent to the Company, unless
the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have
received written instructions in response to such application specifying the action to be taken or omitted; (h) may consult with counsel
satisfactory to the Warrant Agent, including its in- house counsel, and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of
such counsel; (i) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents,
and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent
appointed with reasonable care by it in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation,
to pay any brokers, dealers, or soliciting fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations
of any country other than the United States of America or any political subdivision thereof.


 


 






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7.4.  
(a) In the absence of gross negligence or willful misconduct on its part, as defined in Section 7.5, the Warrant Agent shall
not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties
under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable
for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost
profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action.
Any liability of the Warrant Agent will be limited in the aggregate to one year’s fees paid by the Company hereunder. The Warrant
Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control
including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes,
fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications
facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.
(b) In the event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s
duties under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and
shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate,
it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent
jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders
and all other persons that may have an interest in the settlement.


 


7.5.  
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense
(“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including
the costs and expenses of defending itself against any Loss, unless such Loss shall have been finally determined by a court of competent
jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6.  
Unless terminated earlier by the parties hereto, this Agreement shall terminate ninety (90) days after the earlier of the Expiration
Date and the date on which no Warrants remain outstanding (the “Termination Date”). On the business day following the
Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.
The Agent’s right to be reimbursed for fees, charges and out- of-pocket expenses as provided in this Section 8 shall survive the
termination of this Warrant Agreement.


 


7.7.  
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement
shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties
to it to the full extent permitted by applicable law.


 


7.8.  
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby
(including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to
which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements
of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the
offering of the Warrants.


 


7.9.   
In the event of inconsistency between this Warrant Agreement and the descriptions in the Warrant Certificate, as it may from time
to time be amended, the terms of the Warrant Certificate shall control.


 


7.10.  
Set forth in Exhibit D hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to you
the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


 


 






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7.11.    
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature
to this Agreement, or, if to the Warrant Agent, to Equiniti Trust Company, 275 Madison Avenue 34th Floor, New York, NY 10016, or to such
other address of which a party hereto has notified the other party.


 


7.12.   
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within
the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and
consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at
its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action
or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole
or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold,
condition or delay; except that (i) consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate
of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Warrant Agent
or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement may
be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or supplement
this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect
the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1%
of the then outstanding Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section
4 without the consent of the Holders.


 


7.13.  
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require
the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer
of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid
to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable
satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


 7.14. Resignation of Warrant Agent.




 


7.14.1.   
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company,
or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter
period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant
Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court,
the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant
Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state of the
United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that
follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall
be entitled to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent,
including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request
of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


 


 






    	 	7	 



     


    

 


7.14.2.    
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3.  
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity,
and shall include any successor (by merger or otherwise) thereof or thereto.


 


 8. Miscellaneous Provisions.




 


8.1.  
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other
than (i) the parties hereto and (ii) the Holders (including, without limitation, all “beneficial holders”) of the Warrants),
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof.


 


8.2.   
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may
require any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.   
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but
one and the same instrument.


 


8.4. 
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


 9. Certain Definitions. As used herein, the following terms shall have the following meanings:




 


(a)  
“Authorized Officer” shall have the meaning ascribed to such term in Section 2.2.5.


 


(b)  
“Authorized Representatives” shall have the meaning ascribed to such term in Section 7.10.


 


(c)  
“Commission” shall have the meaning ascribed to such term in the Recitals.


 


(d)  
“Company” shall have the meaning ascribed to such term in the Preamble.


 


(e)  
“Definitive Certificates” shall have the meaning ascribed to such term in Section 2.1.


 


(f)   
“Definitive Nonprefunded Warrant” shall have the meaning ascribed to such term in Section 2.1.


 


(g)  
“Definitive Prefunded Warrant” shall have the meaning ascribed to such term in Section 2.1.


 


(h)  
“DTC” shall have the meaning ascribed to such term in Section 2.1.


 


(i)   
“Election to Purchase”; shall have the meaning ascribed to such term in Section 3.3.1.


 


 


 






    	 	8	 



     


    

 


(j)   
“Exercise Period” shall have the meaning ascribed to such term in Section 3.2.


 


(k)  
“Exercise Price” shall have the meaning ascribed to such term in Section 3.1.


 


(l)   
“Global Nonprefunded Warrant” shall have the meaning ascribed to such term in Section 2.1.


 


(m) “Global
Prefunded Warrant” shall have the meaning ascribed to such term in Section 2.1.


 


(n)  
“Global Warrants” shall have the meaning ascribed to such term in Section 2.1.


 


(o)  
“Holder” shall have the meaning ascribed to such term in Section 2.2.3.


 


(p)  
“Issuance Date” shall have the meaning ascribed to such term in the Preamble.


 


(q)  
“Loss” shall have the meaning ascribed to such term in Section 7.5.


 


(r)   
“Nonprefunded Warrants” shall have the meaning ascribed to such term in the Recitals.


 


(s)   
“Participant” shall have the meaning ascribed to such term in Section 2.2.2.


 


(t)   
“Offering” shall have the meaning ascribed to such term in the Recitals.


 


(u)  
“Prefunded Warrants” shall have the meaning ascribed to such term in the Recitals.


 


(v)  
“Registration Statement” shall have the meaning ascribed to such term in the Recitals.


 


(w) “Securities
Act” shall have the meaning ascribed to such term in the Recitals.


 


(x)  
“Trading Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market
is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market in the United
States on which the Common Stock is then traded.


 


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


 


(z)  
“Termination Date” shall have the meaning ascribed to such term in Section 7.6.


 


(aa) 
“Warrant Agent” shall have the meaning ascribed to such term in the Preamble.


 


(bb)   “Warrant
Agreement” shall have the meaning ascribed to such term in the Preamble.


 


(cc) 
“Warrant Certificate Delivery Date” shall have the meaning ascribed to such term in Section 2.2.4.


 


(dd)  “Warrant
Certificate Request Notices” shall have the meaning ascribed to such term in Section 2.2.4.


 


 


 






    	 	9	 



     


    

 


(ee)“Warrant
Certificates” shall have the meaning ascribed to such term in Section 2.1.


 


(ff) 
“Warrant Exchange” shall have the meaning ascribed to such term in Section 2.2.4.


 


(gg)   
“Warrant Register” shall have the meaning ascribed to such term in Section 2.2.1.


 


(hh)   
“Warrant Shares” shall have the meaning ascribed to such term in Section 2.2.4.


 


(ii) 
“Warrants” shall have the meaning ascribed to such term in the Recitals.


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	10	 



     


    

 


IN WITNESS
WHEREOF, this Warrant Agent Agreement
has been
duly executed
by the parties
hereto as of the day and year
first above written.


 


 


GROM SOCIAL ENTERPRISES, INC.


 


By.


Name:Darren
Marks


Title:Chief Executive Officer


 


 


EQUINITI TRUST COMPANY


 


By.


Name:[•]


Title:[•]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	11	 



     


    

 


EXHIBIT A-1


 


GLOBAL PREFUNDED WARRANT


 


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 [•], 2022 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 THE TERMINATION
DATE


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


 


	CUSIP: 	[•] 	 	 
	No. 	 	 	Warrants to Purchase [•] Shares 





 







GLOBAL PREFUNDED 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, the Termination Date as
defined in the Warrant Agreement.


 


The Warrants evidenced by this
Warrant Certificate are part of a duly authorized issue of warrants expiring on the Termination 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 [•], 2022, including, but not
limited to, the terms set forth in the Definitive Certificate in the form attached thereto as Exhibit B-1 (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: Jason Williams. Capitalized terms not
defined herein have the meanings ascribed thereto in the Warrant Agreement.


 


 


 






    	 	12	 



     


    

 


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.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	13	 



     


    

 


EXHIBIT A-2


 


GLOBAL NONPREFUNDED WARRANT


 


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 [•], 2022 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 THE TERMINATION
DATE


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


 


	CUSIP: 	[•] 	 	 
	No. 	 	 	Warrants to Purchase [•] Shares 





 


GLOBAL NONPREFUNDED 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, the Termination Date as
defined in the Warrant Agreement.


 


The Warrants evidenced by this
Warrant Certificate are part of a duly authorized issue of warrants expiring on the Termination 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 [•], 2022, including, but not
limited to, the terms set forth in the Definitive Certificate in the form attached thereto as Exhibit B-2 (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: Jason Williams. Capitalized terms not
defined herein have the meanings ascribed thereto in the Warrant Agreement.


 


 


 






    	 	14	 



     


    

 


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.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	15	 



     


    

 


EXHIBIT B-1


 


DEFINITIVE PREFUNDED WARRANT


 


[TO BE INSERTED]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	16	 



     


    

 


EXHIBIT B-2


 


DEFINITIVE NONPREFUNDED WARRANT


 


[TO BE INSERTED]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	17	 



     


    

 


EXHIBIT C-1


 


WARRANT CERTIFICATE REQUEST
NOTICE


 


GLOBAL PREFUNDED WARRANT


 


To:                              as
Warrant Agent for 
                                          
(the “Company”)


 


The undersigned Holder of Pre-Funded
Common Stock Purchase Warrants (“Warrants”) in the form of Global Prefunded Warrant issued by the Company hereby elects to
receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


	1.	Name of Holder of Warrants in form of Global Prefunded Warrant:                                     
	 	 
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Prefunded Warrant):                                     
	 	 
	3.	Number of Warrants in name of Holder in form of Global Prefunded Warrant:                                     
	 	 
	4.	Number of Warrants for which Warrant Certificate shall be issued:                                     
	 	 
	5.	Number of Warrants in name of Holder in Global Prefunded Warrant after
    issuance of Warrant Certificate, if any:                                     
	 	 
	
    6.
	
    

    Warrant Certificate shall be delivered to the following address:



 


__________________________


 


__________________________


 




__________________________


 







__________________________


 



The undersigned hereby acknowledges
and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered
the number of Warrants in form of Global Prefunded Warrant in the name of the Holder equal to the number of Warrants evidenced by the
Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:                                                                                       


 


Signature of Authorized Signatory of Investing Entity:
                                                                                    


 


Name of Authorized
Signatory:                                                                                     


 


Title of
Authorized Signatory:                                                                                     


 


Date:                                                                                     


 


 


 






    	 	18	 



     


    

 


EXHIBIT C-2


 


WARRANT CERTIFICATE REQUEST
NOTICE


 


GLOBAL NONPREFUNDED WARRANT


 


To:                              as
Warrant Agent for 
                                          
(the “Company”)


 



 


The undersigned Holder of Common
Stock Purchase Warrants (“Warrants”) in the form of Global Nonprefunded Warrant issued by the Company hereby elects to receive
a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


	1.	Name of Holder of Warrants in form of Global Nonprefunded Warrant:                                     
	 	 
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Nonprefunded Warrant):                                     
	 	 
	3.	Number of Warrants in name of Holder in form of Global Nonprefunded Warrant:                                     
	 	 
	4.	Number of Warrants for which Warrant Certificate shall be issued:                                     
	 	 
	5.	Number of Warrants in name of Holder in Global Nonprefunded Warrant after
    issuance of Warrant Certificate, if any:                                     
	 	 
	
    6.
	
    

    Warrant Certificate shall be delivered to the following address:



 


__________________________


 


__________________________


 




__________________________


 







__________________________


 
The undersigned hereby acknowledges
and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered
the number of Warrants in form of Global Non-Prefunded Warrant in the name of the Holder equal to the number of Warrants evidenced by
the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity:                                                                                       


 


Signature of Authorized Signatory of Investing Entity:
                                                                                    


 


Name of Authorized
Signatory:                                                                                     


 


Title of
Authorized Signatory:                                                                                     


 


Date:                                                                                     


 


 


 






    	 	19	 



     


    

 


EXHIBIT D


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	20