UNDERWRITING AGREEMENT Dated December 8, 2022 Between GROM SOCIAL ENTERPRISES, INC. (a Florida corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached heretoUnderwriting Agreement • December 13th, 2022 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Grom Social Enterprises, Inc., a company incorporated under the laws of the State of Florida (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 13th, 2022 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of December 13, 2022 (the “Issuance Date”) is between Grom Social Enterprises, Inc. a Florida corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).
