Exhibit 10.71


 


Form of Lock-Up Agreement


 


LOCK-UP AGREEMENT


 


[____________] [__],
2022


 


EF Hutton, division of Benchmark Investments, LLC


590 Madison Avenue, 39th Floor


New York, NY 10022


 


 


Re: Grom Social Enterprises Inc.—Public Offering


 


 


Ladies and Gentlemen:


 


The undersigned, an officer,
director, and/or holder of common stock, par value $0.001 per share (the “Common Stock”), or rights to acquire shares
of Common Stock (the “Shares”), of Grom Social Enterprises Inc., a Florida corporation (the “Company”),
understands that EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is the representative (the “Representative”)
of the several underwriters, if any (collectively, the “Underwriters”), named or to be named in the final form of Schedule
I to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company,
providing for the public offering (the “Offering”) of Shares (collectively, the “Securities”) pursuant
to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.


 


In consideration of the Underwriters’
agreement to enter into the Underwriting Agreement and to proceed with the Offering of the Securities, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company, the Representative,
and the other Underwriters that, without the prior written consent of the Representative, the undersigned will not, during the period
commencing on the date this Lock-Up Agreement and continuing and including the date that is ninety (90) days after the closing of the
Offering (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to
offer or sell, solicit offers to purchase, grant any call option, or purchase any put option with respect to, pledge, encumber, assign,
borrow, or otherwise dispose of (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly
disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call
equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder) with respect to any Relevant
Security or otherwise enter into any swap, derivative, or other transaction or arrangement that Transfers to another, in whole or in part,
any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant
Securities, other securities, cash, or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the
term “Relevant Security” means any Share, any warrant to purchase Shares, or any other security of the Company or any
other entity that is convertible into, or exercisable or exchangeable for, Shares or any other equity security of the Company, in each
case owned beneficially or otherwise by the undersigned on the date of closing of the Offering or acquired by the undersigned during the
Lock-Up Period.


 


 


 






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The
foregoing paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the open
market after the completion of the Offering, (b) bona fide gifts, sales, charitable contributions, or other dispositions of shares
of any class of the Company’s capital stock; provided, that it shall be a condition to any transfer pursuant to this
clause (b) that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Agreement (including, without limitation,
the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto and (ii) the
undersigned notifies EF Hutton at least two (2) business days prior to the proposed transfer or disposition, (c) the exercise of
warrants, the conversion of convertible securities or the exercise of stock options granted pursuant to the Company’s stock option/incentive
plans or otherwise outstanding on the date hereof; provided, that the restrictions of this Lock-Up Agreement shall apply to
shares of Common Stock issued upon such exercise or conversion, (d) the establishment of any contract, instruction, or plan that
satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however,
that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant
to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to
report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the
Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan, (e) transfers
of Common Stock to any beneficiary of the undersigned or any trust, limited liability company, partnership, or corporation for the direct
or indirect benefit of the undersigned; provided, that the transferee agrees to be bound by the terms of this Lock-Up Agreement
(including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee were a party
hereto, or (f) withholdings by, or transfers, sales or other dispositions of Common Stock to, the Company or its affiliates in connection
with the “net” or “cashless” exercise of, or to satisfy the withholding tax obligations (including estimated taxes)
of the undersigned in connection with the “net” or “cashless” exercise or vesting of, Common Stock, profits interests,
restricted stock, restricted stock units, profits units, or other equity-based awards; provided, that it shall be a condition
to any transaction pursuant to clauses (a), (b), (e), or (f) above that each party (transferor or transferee) shall not be required
by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree
to not voluntarily make, any filing with the Commission or public announcement of the transaction prior to the expiration of the Lock-Up
Period (other than a filing on Form 5 made when required).


 


In addition, the undersigned
further agrees that, except for the registration statement filed or to be filed in connection with the Offering, during the Lock-Up Period
the undersigned will not, without the prior written consent of the Representative: (a) file or participate in the filing with the SEC
of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure
document, in each case with respect to any proposed offering or sale of a Relevant Security beneficially owned by the undersigned, or
(b) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security
beneficially owned by the undersigned.


 


In furtherance of the undersigned’s
obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant
Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant
Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and,
in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up
Period it will use its reasonable best efforts to cause the record owner to authorize the Company to cause the relevant transfer agent
to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities
to the extent such transfer would be a violation of this Lock-Up Agreement.


 


The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has
been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid, and binding obligation of the undersigned,
enforceable in accordance with its terms. Upon request, the undersigned will execute any additional documents necessary in connection
with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from
the date of this Lock-Up Agreement.


 


The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned
shall be released from all obligations under this Lock-Up Agreement.


 


 






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The undersigned, whether or
not participating in the Offering, understands that the Underwriters are entering into the Underwriting Agreement and proceeding with
the Offering in reliance upon this Lock-Up Agreement.


 


This Lock-Up Agreement shall
be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the
original hereof.


 


[Signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the undersigned
has executed this Lock-Up Agreement as of the date first written above.


 


	 	Very truly yours, 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name (printed):	 
	 	 	 
	 	Title (if applicable):	 
	 	 	 
	 	Entity (if applicable): 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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