Exhibit 10.1


 


 


[***] = Certain information contained
in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly
disclosed.


 


GROM
SOCIAL ENTERPRISES, INC.


 


EXECUTIVE SEPARATION
AGREEMENT


 








THIS EXECUTIVE
SEPARATION AGREEMENT (this “Agreement”) is entered into as of the date indicated on the signature page hereto (the
“Effective Date”) by and between Grom Social Enterprises, Inc., a Florida corporation, and Grom Social, Inc. (collectively,
the “Company”) and Melvin Leiner, an individual (“Executive” and together with the Company, the
“Parties” and each, a “Party”).


 


WHEREAS,
Executive is currently employed by the Company as its Executive Vice President and Chief Operating Officer pursuant to the terms of that
certain Employment Agreement by and between the Company and Executive, dated June 1, 2016 (the Employment Agreement”); and


 


WHEREAS, Executive serves as
the Vice-Chairman of the Company’s Board of Directors (the “Board”); and


 


WHEREAS,
Executive and the Company have come to a mutual agreement regarding the Executive’s and the Company’s desire for Executive
to leave his positions as Executive Vice President and Chief Operating Officer, as well as his resignation as Vice-Chairman of the Board
(the “Separation”).


 


NOW THEREFORE,
the Parties, who have had the opportunity to receive independent legal advice in this matter, in consideration of the mutual covenants
and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties, intending to be legally bound, hereby agree as follows:


 


1.                  Executive's
Separation.




 


(a)         Executive’s employment with the Company and any subsidiaries and affiliated entities will be irrevocably terminated on April
22, 2022 (the “Separation Date”). As of the Separation Date, Executive shall no longer be an officer, employee or director
of the Company, or an officer, employee, or member of the board of directors of any subsidiary or affiliated entity of the Company, and
Executive agrees he shall execute any and all documents necessary or advisable, as requested by the Company, to effect Executive’s
Separation as an officer, employee of the Company, or an officer, employee, or member of the board of directors of any subsidiary or affiliated
entity of the Company. The Company agrees that Executive shall have the opportunity to consult with his own counsel prior to executing
any documents referenced in this paragraph.


 


(b)        Executive shall take any and all actions as reasonably requested by the Company in order to immediately and efficiently effect
the Separation contemplated hereby, including, but not limited to, returning to the Company any and all files, records, credit cards,
keys, equipment, and any and all other Company property or documents maintained by Executive, by no later than the Separation Date (subject
to Section 4 hereof). This includes, but is not limited to,


(i) the transfer of any domain
names, passwords and data required for Company to have a working and secure IT system, (ii) the return of any and all Company documents
and files that are in Executive’s personal possession, and (iii) providing the Company with the code to the Company’s safe.
Executive shall, on and after the Effective Date, continue to cooperate with the Company in providing any additional documents and information
that the Company reasonably requests in connection with the Company’s ongoing business activities.


 


 






    
	 	 1	 

 


     


    

 


 


 


2.                 
Consideration.In consideration of Executive's execution of this Agreement, the Company agrees to the following:


 


		(i)	Executive will be paid his current salary at the annual rate of $315,000.00 per
year or $26,250.00 per month until January 13, 2023 (i.e., a total of $236,250.00) in accordance with the Company’s current payroll
practices and standards, including the selected deductions and withholdings, including all W-2 tax withholdings. The Company shall also
pay the Executive a retroactive salary adjustment for three months of $3,750.00 to give effect to his base salary increase of 5% effective
on January 1, 2022 pursuant to Section 3.2 of the Employment Agreement in accordance with the Company’s current payroll practices
and standards as set forth above. In the event that the Company fails to make a payment when due, the Executive shall have the right,
upon 5 business days written notice to the Company, to accelerate the remainder of the amount due to Executive under this Section 2(i)
as of the date of such missed payment; provided, however, that such acceleration right shall not apply in the event a payment
is not made timely due to an act of god or cyber-terrorism event.



 


		(ii)	Executive will maintain any vision and dental benefits directly sponsored and paid
for by the Company through January 13, 2023 to mitigate any gap in Executive’s health plan coverage to ensure that the Executive
has no lapse in coverage.



 


		(iii)	Executive shall retain all stock and options currently held as of the Separation
Date that previously vested; provided, however, that all such stock and options shall remain subject to any lock-up agreements
for such applicable time period specified thereby. The Company further agrees to cause its counsel to issue an opinion letter to remove
hard stop transfer restrictions and any other restrictions for all stock and options set forth above and that such opinion letter shall
be held escrow and delivered to the Executive after the applicable time period has been satisfied.



 


		(iv)	The Company and Executive will cooperate in the preparation of any public disclosure
by the Company related to the existence or the terms and conditions of the Employment Agreement, or the termination of the Employment
Agreement in connection with the Separation, the content of which shall be subject to the review and comment of Executive, which shall
not be unreasonably withheld, conditioned or delayed. In no event shall Executive’s rights under this subsection prevent the Company
from fulfilling its obligations under applicable securities laws and regulations. [***]



 


		(v)	The Company will allow Executive to maintain possession of his laptop as property.



 


		(vi)	The Company agrees to maintain director and officer liability insurance tail coverage
for the Executive at its sole cost and expense until at least January 22, 2023.



 


		(vii)	The Company agrees to pay for any and all charges it placed on the Executive’s
American Express Platinum Card ending in 4007 and that it will transfer all recurring charges on behalf of the Company to a different
credit card. Once the Company confirms that the recurring charges have been transferred and the balance has been paid in full online,
the Executive will remove the name Grom Social, Inc. for the American Express Account and remove Darren M. Marks as an additional cardholder
on the American Express Account.



 


 


 






    
	 	 2	 

 


     


    

 


It is expressly
acknowledged and agreed that the consideration provided in this Section 2 shall constitute the full consideration to be paid in connection
with this Agreement, the Employment Agreement or any other agreement, document, written or verbal understanding or otherwise between the
Company and Executive. It is further understood that the amounts being paid are solely for Executive’s performance of his roles
as the Company’s Executive Vice President and Chief Operating Officer, as well as the Vice-Chairman of the Board. No additional
consideration (including, but not limited to, cash, common or preferred stock or and equity-linked securities for consideration) whatsoever
shall be owing by the Company or any subsidiaries or affiliated entities of the Company to Executive by virtue of severance, salary, credit
earned for vacation, or any other reason. This Agreement is a full and complete settlement of any and all amounts claimed to be due and
owing by the Company and any subsidiaries or affiliated entities of the Company to Executive. The Company shall promptly provide Executive,
via U.S. mail to 1375 Glenwick Drive, Windermere, FL 34786, with all payroll and tax documents related to the consideration set forth
in this Section, including, but not limited to, W-2s, 1099’s and payroll slips for the applicable time periods.


 


3.                   Representations. Executive and the Company make the following representations, each of which is an important consideration
to the other party's willingness to enter into this Agreement:


 


(i)            Executive
understands and agrees that he has been advised to consult with an attorney of his choice concerning the legal consequences of this Agreement.
Executive hereby acknowledges that prior to signing this Agreement, he had the opportunity to consult, and did consult, with an attorney
of his choosing regarding the effect of each and every provision of this Agreement.


 


(ii)           Executive
acknowledges and agrees that he knowingly and voluntarily entered into this Agreement with complete understanding of all relevant facts,
and that he was neither fraudulently induced nor coerced to enter into this Agreement.


 


(iii)          Each
of the Parties represent and warrant to the other that they have the capacity and authority to enter into this Agreement and be bound
by its terms and that, when executed, this Agreement will constitute a valid and binding agreement of such Party enforceable against
such Party in accordance with its terms.


 


(iv)          The
Company has sufficient reserves for the payment of its obligations under this Agreement, and the Company shall make such payments as
agreed herein.


 


(v)           Executive
has not taken any action or actions prior to the Effective Date that would result in the Company being subject to aggregate monetary
liability in excess of $10,000, of which the Company is not aware.


 


4.                   Covenants
of Confidentiality and Nondisclosure.




 


(a)         Executive acknowledges that, as a result of Executive’s past association with the Company, Executive has access to and holds
confidential or proprietary information of special and material value to the Company. Executive covenants and agrees that he shall not,
directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors, employees, and
professional advisors of the Company, or use or otherwise exploit for Executive’s own benefit or for the benefit of anyone other
than the Company, any Confidential Information (as defined below). Executive shall not have any obligation to keep confidential any Confidential
Information if and to the extent disclosure thereof is specifically required by applicable law; provided, however, that
in the event disclosure is required by applicable law, Executive shall, to the extent reasonably possible and legally permissible, provide
the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective
order, at the Company’s sole cost and expense. “Confidential Information” means any confidential information
with respect to the Company, including, without limitation, methods of operation, customer lists, products, prices, fees, costs, technology,
formulas, inventions, trade secrets, know-how, proprietary software, marketing methods, plans, suppliers, competitors, markets or other
specialized information or proprietary matters that is not otherwise in the public domain or available to the public upon request or through
publicly available research and discovery.


 


 






    
	 	 3	 

 


     


    

 


 


(b)         The
negotiations in connection with this Agreement were and are intended by Executive and the Company to be confidential. Neither the Company
nor Executive shall disclose or make any statements regarding such negotiations or the circumstances surrounding this Agreement, or the
terms and conditions hereof; provided, however, that the Parties agree and acknowledge that the Company may, in its sole
discretion, file this Agreement with the U.S. Securities and Exchange Commission and that any legally required disclosure with respect
to information contained in this Agreement shall be permissible.


 


(c)         Executive agrees that he will use his best efforts to do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Company may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement, including with respect to agreements, certificates,
instruments and documents that Executive was required to deliver prior to, or in connection with, the closing of the Transaction in his
capacity as an officer or director of the Company or any of its subsidiaries as of such date. However, the Company agrees that Executive
shall have the opportunity to consult with counsel prior to signing any instrument or document or other deliverable contemplated in this
paragraph.


 


 


5.                 
Release of Claims.


 


               (a)
Release by the Executive. Executive agrees that the foregoing consideration represents settlement in full of all outstanding
obligations, unless otherwise provided for herein, owed to Executive by the Company and its current and former officers, directors,
executives, agents, investors, attorneys, shareholders, administrators, affiliates, and subsidiaries, and predecessor and successor
corporations and assigns (collectively, the “Releasees”). Executive, on his own behalf and on behalf of his
respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to
sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or
cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive
may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and
including the Effective Date of this Agreement, including, without limitation:


 


(i)           any
and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship,
except the obligations provided for in this Agreement;


 


(ii)          any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of
the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable
state corporate law, and securities fraud under any state or federal law, except Executive shall not waive any and all claims relating
to Executive’s possession, ownership, control, or purchase of shares of stock or warrants of the Company that Executive has as of
the Effective Date, or that arise after the Effective Date of this Agreement as Executive will continue to possess, control, and have
ownership in this stock or warrants after the Effective Date of this Agreement;


 


(iii)         any
and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation;
breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;


 


 






    
	 	 4	 

 


     


    

 


 


(iv)         any and all claims for violation of any federal, state, or municipal statute; the federal or any state constitution; and/or arising
out of any other laws and regulations relating to employment or employment discrimination, including, but not limited to, claims or other
legal forms of action arising from any employment of Executive, any claims of harassment or discrimination (for example, on the basis
of gender, race, age, national origin, handicap or disability or other protected category) under any federal, state or local law, rule
or regulation, including, but not limited to, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1866, Section 1983 of the Civil Rights Act
of 1871, the Age Discrimination In Employment Act, the Equal Pay Act, the Public Employees Relations Act, the Fair Labor Standards Act,
the Family and Medical Leave Act of 1993 (FMLA); the Florida 2 Whistleblowers Act, the Americans With Disabilities Act, Veterans' Reemployment
Rights Act, as amended (USERRA), the Florida Civil Rights Act, any claim arising under the Employment Retirement Income Security (“ERISA”)
and any other federal or state statutory or common law theory of liability or damages (except for claims for vested benefits under ERISA),
Section 806 of the Sarbanes-Oxley Act of 2002, breach of contract, express or implied, or from any other conduct, act, omission or failure
to act, whether


negligent, intentional, with or
without malice, that Executive ever had, now has, may have, may claim to have, or may hereafter have or claim to have, against the Company,
from the beginning of time up to and including the Separation Date, unless otherwise provided herein;


 


(v)         any
and all claims for attorneys’ fees and costs that arose up to and including the Effective Date of this Agreement;


 


(vi)        any
and all claims based upon discovered facts in addition to or different from those that any of them now knows or believes to be true,
or the claims or other legal forms of action released herein, and Executive fully, finally, and forever settles and releases any and
all claims set forth above, known or unknown, suspected or unsuspected, contingent or non- contingent, whether or not concealed or hidden,
that now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including,
but not limited to, conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without
regard to the subsequent discovery or existence of such different or additional facts;


 


(vii)       Executive
does not waive any claims as a shareholder of the Company;


 


(viii)      Executive acknowledges that the inclusion of “unknown claims” in this Agreement was separately bargained for and was
a key element of the Agreement, and that Executive assumes the risk of any mistake of fact or law on his own behalf. If Executive should
subsequently discover that his understanding of the facts or of the law was or is incorrect, Executive shall not be entitled to relief
in connection therewith, including without limitation of the generality of the foregoing, any alleged right or claim to set aside or rescind
this Agreement. This Agreement is intended to be, and is, final and binding upon Executive according to the terms hereof regardless of
any claims of mistake of fact or law; and


 


(ix)         Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general
release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not
release claims that cannot be released as a matter of law. Executive represents that he has made no assignment or transfer of any right,
claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. The Parties agree
that that this release set forth in this section shall not apply to claims, causes of actions, or demands that arise after the Release
Effective Date of this Agreement; and


 


(x)          the Company agrees to defend, hold harmless, and indemnify, at its cost, any lawsuit, action, cause of action, claim, or demand
for damages (equitable or legal) made by a shareholder of the Company or any other third party against Executive for any action or inaction
taken by Executive in connection with the good faith performance of his responsibilities while he was a Chief Operating Officer of the
Company, including on an interim basis.


 


 






    
	 	 5	 

 


     


    

 


 


(b) Release by
the Company. The Company, on behalf of itself and its current and former officers, directors, executives, agents, investors, attorneys,
shareholders, administrators, affiliates, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the
“Company Releasors”) hereby and forever releases the Executive from, and agrees not to sue concerning, or in any manner to
institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of
any kind, whether presently known or unknown, suspected or unsuspected, that Company Releasors may possess against the Executive arising
from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including,
without limitation, any and all claims relating to or arising from Executive’s employment relationship with the Company and the
termination of that relationship, except the obligations provided for in this Agreement. The Company represents and warrants that at present
it has no knowledge of any conduct by the Executive that would amount to fraud and gross misconduct. The Company Releasors agree that
the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.
This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released
as a matter of law. The Company Releasors represent that they have made no assignment or transfer of any right, claim, complaint, charge,
duty, obligation, demand, cause of action, or other matter waived or released by this Section.


 


6.                  Acknowledgement
of Waiver of Claims. Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent Executive from filing
a charge with or participating in an investigation conducted by any governmental agency, including, without limitation, the United States
Equal Employment Opportunity Commission (“EEOC”) or applicable state or city fair employment practices agency, to
the extent required or permitted by law. Nevertheless, Executive understands and agrees that (s)he is waiving any relief available (including,
for example, monetary damages or reinstatement), under any of the claims and/or causes of action waived in Section 5 above, including
but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC or anyone else with
respect to any claims released and waived in this Agreement.


 


7.                 
Non-Disparagement. Executive and the Company (including its officers, directors and executives) hereby agree that they
will not make any remarks or adverse statements to any person or in any and all media (e.g., in writing, orally or on the internet via,
among other things, blogs and social networks) about the other Party or the Company’s current officers, directors, and executives
that could reasonably be construed as disparaging or defamatory, or to cast the other Party or any of the Company’s current officers,
directors, and executives in a negative light, or harm a Party’s or any of the Company’s current officers, directors, and
executives current or prospective business plans. Executive and the Company hereby agree and acknowledge that each of the Company’s
current officers, directors, and executives are a third party beneficiary of this Section 7 and hereby consents to any such standing with
respect to a claim arising out of Executive' s non-disparagement obligations to such Releasee contained in this Section 7. Executive agrees
to not cause, induce or encourage any customer, supplier, licensor, investor or shareholder of the Company that was a current customer,
supplier, licensor, investor or shareholder at the time of the Effective Date to terminate or modify any such relationship as it relates
to the Company’s business.


 


 






    
	 	 6	 

 


     


    

 


 


8.                 
No Admission of Liability. Executive understands and acknowledges that this Agreement constitutes a compromise and settlement
of any and all actual or potential disputed claims by Executive. No action taken by the Company hereto, either previously or in connection
with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or
(b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Executive or to any third party.


 


9.                  No Action. Executive affirms as of the date hereof and will reaffirm as of the Separation Date, by executing this Agreement,
that he has not filed and will not file any actions or charges, against the Company or the Releasees with any federal, state or local
agency. Executive further agrees that, upon payment of the consideration provided in this Agreement, he will not personally recover or
attempt to recover monies from the Company or the Releasees regarding the employment or Separation in the future.


 


10.               Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered
by an internationally recognized overnight courier to the respective Party at the following addresses (or at such other address for a
Party as shall be specified by like notice, provided that a notice of change of address(es) shall be effective only from the date of its
receipt by the other Party):


 


 


		(i)	if to Executive, then in entirety to:

                                                                                 

                                                                                Melvin Leiner




 


with a copy to:



c/o Schoeppl Law, P.A.

4651 North Federal Highway

Boca Raton, FL 33431

Attention: Carl F. Schoeppl

Fax: (561) 394-3121


 


c/o Wenzel Fenton Cabassa, P.A.


1110 N. Florida
Ave.


Suite 300


Tampa, FL 33602


Attention: Steven G. Wenzel


Fax: (813) 229-8712


 


		(ii)	if to the Company,



 


Grom Social Enterprises, Inc.


2060 NW Boca Raton
Blvd. #6


Boca Raton, Florida 33431


Attn: Chief Executive Officer


 


with a copy to:


 


c/o Lucosky Brookman LLP


101 Wood Avenue South


Woodbridge, NJ 08830


Attention: Joseph M. Lucosky


Fax: (732) 395-4401


 


 


 






    
	 	 7	 

 


     


    

 


 


11.                Internal Revenue Code Section 409A. It is the intent of the Parties that any compensation and benefits payable or provided
to Executive under this Agreement be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other
interpretative authority issued thereunder (collectively, “Section 409A”) or in accordance with any applicable exemption
from Section 409A. Unless otherwise provided herein, the Parties acknowledge and agree that all compensation and benefits payable or provided
to Executive under Agreement are paid and provided in compliance with Section 409A, and therefore, the Company shall not report any of
such compensation or benefits in Box 12 of Executive’s Form W-2 using code “Z.” Notwithstanding anything to the contrary
in this Agreement, Executive has been determined to be a "specified employee" within the meaning of Section 409A at the time
of Executive's separation from service (other than due to death), therefore, the payments of "nonqualified deferred compensation"
subject to Section 409A, that are payable within the first six months following Executive's separation from service, will be paid on the
first date of the seventh (7th) month following the date of Executive's separation from service. Notwithstanding anything herein
to the contrary, in the event of Executive's death following Executive's separation from service, but before the six month anniversary
of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of Executive's death and all other deferred compensation payments will be payable in accordance with the payment
schedule applicable to each payment or benefit. For purposes of Section 409A, Executive's right to receive any installment payments
pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under
this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the
date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company,
but shall not exceed the maximum days allotted (e.g. “within sixty (60) days”).


 


12.               Governing Law. The laws of the State of Florida govern the interpretation, validity and effect of this Agreement without
regard to principles of conflicts of law, the place of execution or the place for performance thereof. The parties hereto hereby irrevocably
and unconditionally each submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition
and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the State of Florida and its courts and the
courts of the United States of America; consents that any such action or proceeding shall be brought in such courts, and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same; and agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law.


 


13.              
Interpretation.This Agreement shall be construed as if the Parties jointly prepared this Agreement and any uncertainty
or ambiguity shall not be interpreted against any Party.


 


14.               Entire Agreement. This Agreement contains the entire understanding by and between the Parties and supersedes any and
all prior agreements and understandings between the Parties and the Company, including the Employment Agreement, whether such agreements
or understandings were oral or written, and all of which prior agreements and understandings are hereby definitively terminated and of
no further force or effect, unless otherwise provided herein. The Parties acknowledge and represent that they have not relied on any statements,
agreements, representations, promises, warranties, or other assurances, oral or written, other than those contained herein. Each Party
agrees that this Agreement is intended to cover any and all matters and claims (including possible and contingent claims) arising out
of or related to any and all prior agreements or understandings and this Agreement shall not be limited in scope to cover any and all
prior matters, whether any such matters are known, unknown or hereafter discovered or ascertained. Executive covenants and agrees that
he will not, at any time hereafter, either directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid
or assist in the initiation, maintenance or prosecution of any claim, demand or cause of action at law or otherwise against the Releasees
or any of them, as applicable, for damages, loss or injury of any kind arising from, related to, or in any way connected to any activity
with respect to which a release has been given pursuant to this Agreement, except to enforce this Agreement or unless otherwise provided
for herein.


 


 






    
	 	 8	 

 


     


    

 


 


15.              
Modification. This Agreement shall not and cannot be modified by any Party by any oral promise or representation made
before or after the execution of this Agreement, and may only be modified by a writing signed by all Parties. This Agreement shall be
binding upon and inure to the benefit of the Releasees.


 


16.               Construction.
The headings of sections and paragraphs are used for convenience only and shall not affect the meaning or construction of the
contents of this Agreement. Should any portion (e.g., word, clause, phrase, sentence, paragraph or section) of this Agreement be
declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which
shall remain unaffected. This Agreement shall survive indefinitely, except as otherwise provided for herein. The terms and
conditions of this Agreement have been, or will deemed to be, jointly negotiated by the Parties, and in the event of any ambiguity
or controversy it shall not be construed against either Party as the draftsperson. For purposes of this Agreement,
“Company” shall include any of the Company’s parents, subsidiaries, affiliates, or any other entity in
which it holds a 50% or greater equity interest.


 


17.               Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed one and the same instrument. This Agreement may be executed in counterparts and may be delivered via fax or
scan which shall have the same full force and effect as an original.


 


18.               Advice of Counsel. Each Party has had ample opportunity to consult with counsel and has independently determined to
proceed with this Agreement with or without such counsel. Executive has not relied upon Company counsel with respect to any advice of
any nature or kind regarding this Agreement, and Executive acknowledges and agrees that Company counsel does not represent Executive individually
or as an officer or director of the Company. Executive further acknowledges that the only consideration for signing this Agreement is
the terms stated in this Agreement, and that no other promise or agreements of any kind have been made to him or with him by any person
or entity whatsoever to cause him to sign this Agreement; that he is competent to execute this Agreement; that he has been afforded sufficient
and reasonable time to consider the Agreement and has been advised in writing and given the opportunity to consult advisors, legal and
otherwise, of his own choosing; that the consideration received for executing this Agreement is greater than that ordinarily provided
by the Company under any severance plan, policy or practice; and that he fully understands the meaning and intent of this Agreement.


 


19.              
Successors and Assigns. This Agreement shall be assigned to the Company’s successors and assigns, including, without
limitation, successors and assigns through merger, name change, consolidation, liquidation, or sale of a majority of the Company’s
stock or assets, and shall be binding upon such successors and/or assigns. In addition, the Parties agree that the benefits provided to
Executive shall survive his death and inure to the benefit of Executive’s estate, heirs, and assigns.


 


20.              
Testimony. Notwithstanding anything to the contrary in this Agreement, including, but not limited to, Sections 4 and
7, this Agreement shall not be interpreted to preclude the Parties from making truthful statements to any court or government agency pursuant
to an official request by such government agency, court order, or legally enforceable subpoena.


 


  





 [Signature Page Follows]





 


 


 






    
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IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the day and year indicated below.


 


 





	 	GROM SOCIAL ENTERPRISES, INC.
	 	 
	 	 
	 	By: ______________________
	 	Name:
	 	Title:
	 	Date: April 22, 2022
	 	 
	 	 
	 	 
	 	GROM SOCIAL, INC.
	 	 
	 	 
	 	By: ______________________
	 	Name:
	 	Title:

      

	 	Date: April 22, 2022
	 	 
	 	 
	 	 
	 	_________________________
	 	MELVIN LEINER, an individual 
	 	Date: April 22, 2022
	 	 
	 	 



 


 





 


 


 


THIS IS A LEGAL AGREEMENT,
RELEASE AND COVENANT


NOT TO SUE. READ CAREFULLY BEFORE SIGNING.


 


 





 


 


 


 


[Signature page to Executive Separation Agreement]


 


 


 


 


 


 


 






    
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