REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 14, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC.Common Stock Purchase Warrant • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, L1 Capital Global Master Fund or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholder Approval is received and deemed effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the date Shareholder Approval is received and deemed effective (the “Termination Date”) but not thereafter, to subscribe for and purchase from Grom Social Enterprises, Inc., a Florida corporation (the “Company”), up to 813,278 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DUE MARCH 13, 2023Convertible Security Agreement • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
THIS 10.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10.0% Original Issue Discount Senior Secured Convertible Notes of Grom Social Enterprises, Inc., a Florida corporation (the “Company”), having its principal place of business at 2060 NW Boca Raton Blvd. #6, Boca Raton, Florida 33431, designated as its 10.0% Original Issue Discount Senior Secured Convertible Note due March 14, 2023 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of September 14, 2021 (this “Agreement”), is among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10.0% Senior Secured Original Issue Discount Convertible Notes due 18 months following their issuance, in the original aggregate principal amount of $4,400,000.00 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
SUBSIDIARY GUARANTEE, dated as of September 14, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”) and the Purchasers.
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • September 20th, 2021 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This INTER-CREDITOR AGREEMENT (the “Agreement”) is made and effective as of September __, 2021, by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), each holder of the Company’s Senior Secured Convertible Notes issued on or about March 16, 2020 (“Existing Creditors”) and the New Creditor (as defined below) (the Existing Creditors and the New Creditor are herein collectively referred to as the “Creditors”).
